Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or bylaws of Parent or Acquisition; (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition or any of Parent’s other subsidiaries or any of their respective properties or assets, except, in the case of the foregoing clause (ii) or (iii), for violations, breaches or defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (K2 Inc), Agreement and Plan of Merger and Reorganization (K2 Inc), Agreement and Plan of Merger and Reorganization (Fastclick Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Bank Act, state securities or “blue sky” lawsas amended (the "Bank Act"), the HSR Bank Holding Company Act of 1956, as amended (the "Bank Holding Company Act"), state insurance and any filings under similar merger notification mortgage brokerage laws or regulations of foreign Governmental Entities regulations, and the filing and acceptance for record or recordation of the Merger Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement and the Stockholders' Agreement or the consummation by Parent or Acquisition of the transactions contemplated herebyhereby and thereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Parent Material Adverse Effect. Neither the execution, delivery and performance of this Agreement and the Stockholders' Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or bylaws Bylaws (or similar charter or organizational documents) of Parent or Acquisition; , (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s 's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s 's other subsidiaries or any of their respective properties or assets, assets except, in the case of the foregoing clause (ii) or (iii), for violations, breaches or defaults that, individually or in the aggregate, which would not have a Parent Material Adverse Effect on ParentEffect.
Appears in 4 contracts
Samples: Plan and Agreement of Merger (Royal Bank of Canada), Plan and Agreement of Merger (Prism Financial Corp), Plan and Agreement of Merger (Prism Financial Corp)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and Act, the filing and recordation of the Certificate of Merger as required by the DGCLDGCL and as otherwise set forth in Section 3.6 to the Parent Disclosure Schedule, no filing or registration with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Parent Material Adverse Effect. Neither Except as set forth in Section 3.6 of the Parent Disclosure Schedule, neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates articles of Incorporation incorporation or bylaws (or similar governing documents) of Parent or Acquisition; Acquisition or any of Parent's subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other 's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s other 's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), ) for violations, breaches or defaults that, individually or in the aggregate, which would not have a Parent Material Adverse Effect on ParentEffect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ventritex Inc), Agreement and Plan of Merger (St Jude Medical Inc), Agreement and Plan of Merger (St Jude Medical Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements Subject to (a) the filing of Certificates of Merger with the Secretary of State of the Securities ActState of Delaware and with the Secretary of State of the State of Connecticut, the Exchange Actrespectively, and (b) compliance with applicable federal and state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or and the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will not: (i) violate or conflict with or result in any breach of any provision provisions of the respective Certificates Certificate of Incorporation or bylaws By-Laws of the Parent or AcquisitionAcquisition Corp.; (ii) result in a violation or breach of breach, violate or constitute an event of default (or an event which with or without due notice or the lapse of time or boththe giving of notice or both would constitute an event of default) a default (or under, give rise to any right of termination, amendmentcancellation, cancellation modification or acceleration under, or Lien) under require any consent or the giving of the termsany notice under, conditions or provisions of any note, bond, indenture, mortgage, indenturesecurity agreement, lease, license, contractfranchise, permit, agreement or other instrument or obligation to which the Parent or Acquisition or any of Parent’s other subsidiaries is a party Corp. are parties, or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Acquisition Corp. pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; or (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunctioninjunction or decree or other instrument of any federal, decreestate, lawlocal or foreign court or governmental or regulatory body, statuteagency, rule association, organization or regulation authority applicable to Parent, the Parent or Acquisition Corp. or any of Parent’s other subsidiaries or by which any of their respective properties or assetsassets may be bound, except, in the case of the foregoing clause (ii) except for such violations or (iii), for violations, breaches or defaults that, individually or in the aggregate, conflicts which would not have a Parent Material Adverse Effect Effect; or (iv) require, on Parentthe part of the Parent or Acquisition Corp., any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Marchex Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” lawsof, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCLapplicable state takeover laws, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither neither the execution, delivery and or performance of this Agreement by Parent or Acquisition Merger Sub nor the consummation by Parent or Acquisition Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective Certificates certificate of Incorporation incorporation or bylaws by-laws of Parent or Acquisition; Merger Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of Parent and Merger Sub to consummate the transactions contemplated hereby), (iii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries Merger Sub is a party or by which any of them it or any of their respective its properties or assets may be bound; bound or (iiiiv) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition or any of Parent’s other its subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or clauses (iii), ) and (iv) for violations, breaches or defaults thatdefaults, individually or in the aggregaterights of termination, amendment, cancellation or acceleration, which would not have a Material Adverse Effect on Parentmaterially impair the ability of Parent and Merger Sub to consummate the transactions contemplated hereby.
Appears in 3 contracts
Samples: Stockholder Agreement (Onex Corp), Stockholder Agreement (Onex Corp), Agreement and Plan of Merger (Onex Corp)
Consents and Approvals; No Violations. Except for ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” lawsBlue Sky Laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and acceptance for record or recordation of the Merger Certificate of Merger as required by the MGCL and the DGCL, respectively, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Parent Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or bylaws Bylaws (or similar governing documents) of Parent or Acquisition; , (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s 's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s 's other subsidiaries or any of their respective properties or assets, assets except, in the case of the foregoing clause (ii) or (iii), for violations, breaches or defaults that, individually or in the aggregate, which would not have a Parent Material Adverse Effect on ParentEffect.
Appears in 3 contracts
Samples: Merger Agreement (Mi Subsidiary I Inc), Merger Agreement (Marriott International Inc /Md/), Merger Agreement (Execustay Corp)
Consents and Approvals; No Violations. Except for the Parent Stockholder Approval, the Merger Filing and filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities HSR Act, the Exchange Act, the Securities Act, and state securities or “blue sky” sky laws, neither the HSR Act and any filings under similar merger notification laws execution, delivery or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition performance of this Agreement or the consummation any Ancillary Agreements by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition Sub nor the consummation by Parent or Acquisition and Sub of the transactions contemplated hereby or thereby nor compliance by Parent and Sub with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provision of the respective Certificates certificates of Incorporation incorporation or bylaws by-laws of Parent or Acquisition; Parent, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, leaseguarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iiiiv) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition or any of Parent’s other subsidiaries its Subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause clauses (ii) or ), (iii)) and (iv) where the failure to obtain such permits, for authorizations, consents or approvals or to make such filings, or where such violations, breaches or defaults thatwould not, individually or in the aggregate, would not have a Material Adverse Effect material adverse effect on ParentParent and will not materially impair the ability of Parent or Sub to consummate the transactions contemplated hereby or by the Ancillary Agreements.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tumbleweed Communications Corp), Voting Agreement (Worldtalk Communications Corp), Agreement and Plan of Merger (Tumbleweed Communications Corp)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, any applicable antitrust or trade regulation laws, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition and Merger Sub of this Agreement or the Related Agreements or the consummation by Parent or Acquisition and Merger Sub of the transactions contemplated herebyhereby or thereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, have a Parent Material Adverse Effect. Neither the execution, delivery and performance of this Agreement or the Related Agreements by Parent or Acquisition and Merger Sub nor the consummation by Parent or Acquisition and Merger Sub of the transactions contemplated hereby or thereby will (ia) conflict with or result in any breach of any provision of the respective Certificates certificates of Incorporation incorporation or bylaws (or similar governing documents) of Parent or Acquisition; Merger Sub, (iib) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration acceleration, or Lienresult in the creation of a Lien on any property or asset of Parent or any of its Subsidiaries, or trigger any rights of first refusal) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries Merger Sub is a party or by which any either of them or any of their respective properties or assets may be bound; , or (iiic) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition Parent or any of Parent’s other subsidiaries Merger Sub or any of their respective properties or assets, except, except in the case of the foregoing clause (iib) or (iii), c) above for violations, breaches breaches, defaults or defaults thatother occurrences that would not, individually or in the aggregate, would not have a Parent Material Adverse Effect on ParentEffect. Except for those referred to above in this Section 5.3 and the approval of the Savia shareholders (which has been obtained), Parent and its Affiliates have received all approvals and consents of third parties, including shareholders, creditors and Governmental Entities, required to effect the transactions contemplated by the Exchange Agreement and the Contribution Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Savia Sa De Cv), Agreement and Plan of Merger (Seminis Inc), Agreement and Plan of Merger (Seminis Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required (a) filings under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, Section 2.3 (b) filings under the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and (c) the filing with the SEC and recordation declaration of effectiveness under the Securities Act of a registration statement on Form S-4 in connection with the issuance of the Certificate shares of Merger as required by Parent Common Stock to be issued in the DGCLMergers, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance by Parent and the Merger Subs of this Agreement by Parent or Acquisition nor and the consummation by Parent or Acquisition of the transactions contemplated hereby will not (i) violate any Law applicable to Parent or any of its Subsidiaries or by which any of their respective properties or assets are bound or affected; (ii) require any notification to or filing or registration by Parent or any of its Subsidiaries with, or consent or approval with respect to Parent or any of its Subsidiaries of, or other action by, any Governmental Authority; (iii) violate or conflict with or result in any breach of any provision of the respective Certificates of Incorporation or bylaws Organizational Documents of Parent or AcquisitionParent’s Subsidiaries; (iiiv) result in a violation or breach require any consent of or other action by any Person under, constitute (a default or an event that, with or without due notice or lapse of time or both) , would constitute a default (under, or give rise to cause or permit termination, cancelation, acceleration or other change of any right of termination, amendment, cancellation or acceleration obligation or Lien) under any of the terms, conditions or provisions loss of any notebenefit under, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation any provision of any material contract to which Parent or Acquisition or any of Parent’s other subsidiaries a Merger Sub is a party or by which any of them Parent or a Merger Sub or any of their respective assets or properties is bound or any material Permit affecting the assets or business of Parent or a Merger Sub; or (v) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets may be bound; or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition of Parent or any of Parent’s other subsidiaries or any of their respective properties or assetsits Subsidiaries, except, in the case of the foregoing clause clauses (ii) or i), (iii), for violations(iv) and (v) where any such violation, breaches conflict, breach or defaults thatdefault would not be reasonably expected to, individually or in the aggregate, would not have a Parent Material Adverse Effect or a material adverse effect on Parentthe ability of Parent or the Merger Subs to consummate the transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Sysco Corp), Agreement and Plan of Merger (Us Foods, Inc.)
Consents and Approvals; No Violations. Except for the ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, the HSR Act (and similar laws of foreign countries), state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities NNM and the filing and recordation of the Certificate of Merger as required Merger, none of the execution or delivery by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition Merger Sub of, or performance by the Parent or Merger Sub of its obligations under, this Agreement, the consummation by the Parent or Merger Sub of the Transactions or compliance by the Parent or Merger Sub with any of the provisions of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the respective Certificates certificate of Incorporation incorporation or bylaws of the Parent or AcquisitionMerger Sub; (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity; (c) result in a violation or breach of of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienloss of any rights) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Parent or Acquisition or any of Parent’s other subsidiaries its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; or (iiid) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Parent, Acquisition or any of Parent’s other subsidiaries its Subsidiaries or any of their respective properties or assets, except, in the case of excluding from the foregoing clause clauses (ii) or (iiib), for (c) and (d) such violations, breaches or defaults thatwhich would not, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect on ParentEffect. No action is required under the Parent Rights Plan so as to provide that (i) no Person will become an "Acquiring Person" and (ii) no "Shares Acquisition Date" or "Distribution Date" (as such terms are defined in the Parent Rights Plan) will occur in each case, as a result of the approval, execution and delivery of this Agreement and the Voting Agreement and the consummation of the transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Otg Software Inc), Agreement and Plan of Merger (Legato Systems Inc)
Consents and Approvals; No Violations. Except for ------------------------------------- filings, permits, authorizations, consents consents, and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act Act, and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, permit authorization consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates Certificate or Certificate of Incorporation or bylaws (or similar governing documents) of Parent or Acquisition; Acquisition or any of Parent's other subsidiaries, (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s 's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s 's other subsidiaries or any of their respective properties or assets, assets except, in the case of the foregoing clause (ii) or (iii), for violations, breaches or defaults thatthat would not, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
Appears in 3 contracts
Samples: Stock Option Agreement (Quickturn Design Systems Inc), Agreement and Plan of Merger (Quickturn Design Systems Inc), Agreement and Plan of Merger (Quickturn Design Systems Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements Subject to (a) filing of the Securities ActCertificates of Merger pursuant to DGCL and PBCL, the Exchange Act, and (b) compliance with applicable federal and state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or and the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will not: (i) violate or conflict with or result in any breach of any provision provisions of the respective Certificates Certificate of Incorporation or bylaws By-Laws of Parent or Acquisitionthe Parent.; (ii) result in a violation or breach of breach, violate or constitute an event of default (or an event which with or without due notice or the lapse of time or boththe giving of notice or both would constitute an event of default) a default (or under, give rise to any right of termination, amendmentcancellation, cancellation modification or acceleration under, or Lien) under require any consent or the giving of the termsany notice under, conditions or provisions of any note, bond, indenture, mortgage, indenturesecurity agreement, lease, license, contractfranchise, permit, agreement or other instrument or obligation to which the Parent is a party, or Acquisition by which Parent or any of Parent’s other subsidiaries is a party or by which any of them or any of their respective its properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; or (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunctioninjunction or decree or other instrument of any federal, decreestate, lawlocal or foreign court or governmental or regulatory body, statuteagency, rule association, organization or regulation authority applicable to Parent, Acquisition the Parent or by which any of Parent’s other subsidiaries or any of their respective its properties or assetsassets may be bound, except, in the case of the foregoing clause (ii) except for such violations or (iii), for violations, breaches or defaults that, individually or in the aggregate, conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effect on Parentor would impede or impair the ability of Parent to perform its respective obligations under this Agreement in any material respect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Marchex Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” lawsBlue Sky Laws, the HSR Act and the securities or antitrust laws of any filings under similar merger notification laws or regulations of foreign Governmental Entities country other than the United States, and the filing and recordation acceptance for record of the Merger Certificate of Merger as required by the DGCL, respectively, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent Parent, GP or Acquisition of this Agreement or the consummation by Parent Parent, GP or Acquisition of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Parent Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by Parent Parent, GP or Acquisition nor the consummation by Parent Parent, GP or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or bylaws Bylaws (or similar governing documents) of Parent or Acquisition; Acquisition or the partnership agreement of GP, (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent Parent, GP or Acquisition or any of Parent’s 's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, GP or Acquisition or any of Parent’s 's other subsidiaries or any of their respective properties or assets, assets except, in the case of the foregoing clause (ii) or (iii), for violations, breaches or defaults that, individually or in the aggregate, which would not have a Parent Material Adverse Effect on ParentEffect.
Appears in 3 contracts
Samples: Merger Agreement (Sterigenics International Inc), Merger Agreement (Ion Beam Applications S A), Merger Agreement (Ion Beam Applications S A)
Consents and Approvals; No Violations. Except as set forth in Item 2.05 of the Powertel Letter, and except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, state securities or "Blue Sky" laws, the Exchange Act, state securities or “blue sky” lawsthe Communications Act, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by Act, the DGCL, no filing with the rules, regulations and published decisions of the FAA, the FCC and state public utility or notice toservice commissions or similar agencies, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition rules and regulations of Nasdaq (collectively, the transactions contemplated hereby. Neither "Powertel Required Approvals"), neither the execution, delivery and or performance of this Agreement by Parent or Acquisition Powertel nor the consummation by Parent or Acquisition Powertel of the transactions contemplated hereby will (i) violate or conflict with or result in any breach of any provision of the respective Certificates Restated Certificate of Incorporation or bylaws Restated By-laws of Parent Powertel or Acquisition; of the similar organizational documents of any of the Powertel Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings could not reasonably be expected to have a Material Adverse Effect on Powertel or prevent or materially delay the consummation of the Reorganization), (iii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition Powertel or any of Parent’s other subsidiaries the Powertel Subsidiaries is a party or by which any of them their respective properties are bound, (iv) violate any law, court order, judgment, decree, or regulation applicable to Powertel or any of the Powertel Subsidiaries or by which any of their respective properties or assets may be are bound; , or (iiiv) violate result in the creation or imposition of any orderLien on any asset of Powertel or the Powertel Subsidiaries, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition or any of Parent’s other subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or clauses (iii), (iv) or (v) for violations, breaches or defaults that, individually or in the aggregate, would that could not reasonably be expected to have a Material Adverse Effect on ParentPowertel or prevent or materially delay the consummation of the Reorganization.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Powertel Inc /De/), Agreement and Plan of Reorganization (Voicestream Wireless Corp /De)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements None of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and or performance of this Agreement by Parent or Acquisition nor the Purchaser, the consummation by Parent or Acquisition the Purchaser of the transactions contemplated hereby Transactions, or compliance by Parent or the Purchaser with any of the terms or provisions herein will (ia) conflict with or result in any breach or violation of any terms or provision of the respective Certificates certificate of Incorporation incorporation or bylaws of either the Parent or Acquisition; the Purchaser, (iib) violate, conflict with or result in a violation or breach of any provisions under any of the terms, conditions or provisions of, or constitute a default (with or without due notice or the lapse of time time, or both) a default (under, or give rise to any right of termination, amendmentcancellation, cancellation or acceleration of any obligation or Lien) under the loss of any benefit under, or require a consent pursuant to, or result in the creation of any Lien upon any material assets or properties of the Parent or the Purchaser pursuant to any of the terms, provisions, or conditions or provisions of any material loan or credit agreement, note, bond, mortgage, indenture, leasedeed of trust, license, agreement, contract, agreement lease, Permit, concession, franchise, plan or other instrument or obligation to which the Parent or Acquisition or any of Parent’s other subsidiaries the Purchaser is a party or by which any of them or any of their respective assets or properties is bound, (c) require any filing by Parent or assets the Purchaser with, or Permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act and Securities Act, (ii) any filing pursuant to the DGCL, (iii) the filing or deemed filing with the SEC and Nasdaq of (A) the Schedule TO, (B) the Proxy Statement, if stockholder approval is required by law or regulation, and (C) such reports under Section 13 or 16 of the Exchange Act as may be bound; required in connection with this Agreement and the Transactions, or (iiiiv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws), or (d) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition or any of Parent’s other subsidiaries its Subsidiaries, or any of their respective properties or assets, except, except in the case of the foregoing clause (iib), (c) or (iii), d) for such violations, breaches or defaults thatwhich would not, individually or in the aggregate, would not have a Material Adverse Effect on Parentimpair the ability of each of Parent and the Purchaser to perform its obligations under this Agreement, as the case may be, or prevent or materially delay the consummation of any of the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eagle Supply Group Inc), Agreement and Plan of Merger (Gulfside Supply, Inc.)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations the rules of the NYSE, and except for certain foreign Governmental Entities governmental approvals and the filing and recordation of the Merger Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or bylaws Bylaws (or similar governing documents) of Parent or Acquisition; Acquisition or any of Parent's other subsidiaries, (ii) result in a material violation or material breach of of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, amendment, cancellation or acceleration or any Lien) under under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s 's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, or, in any material respect, any material law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s 's other subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause clauses (ii) or (iii), ) for violations, breaches or defaults thatwhich would not, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nichols Research Corp /Al/), Agreement and Plan of Merger (Computer Sciences Corp)
Consents and Approvals; No Violations. Except Assuming the truth and accuracy of the Company's representations and warranties contained in Section 3.6, except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition Merger Sub of this Agreement or the consummation by Parent or Acquisition Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Parent Material Adverse Effect or have a material adverse affect on the ability of Parent or Merger Sub to consummate the Offer or the Merger. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition Merger Sub nor the consummation by Parent or Acquisition Merger Sub of the transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the respective Certificates certificate or articles of Incorporation incorporation or bylaws Bylaws (or similar governing documents) of Parent or Acquisition; Merger Sub, (iib) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries Merger Sub is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iiic) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition Parent or Merger Sub or any of Parent’s other 's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (iib) or (iii), c) for violations, breaches or defaults that, individually or in the aggregate, which would not have a Parent Material Adverse Effect or have a material adverse effect on Parentthe ability of Parent or Merger Sub to consummate the Offer or the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Silver David S), Agreement and Plan of Merger (Kofax Image Products Inc)
Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the PINOAK Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations Act, the rules of foreign Governmental Entities the NASD, and the filing and recordation of the Merger Certificate of Merger as required by the DGCLNGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition PINOAK of this Agreement or the consummation by Parent or Acquisition PINOAK of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on PINOAK. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition PINOAK nor the consummation by Parent or Acquisition PINOAK of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates Articles of Incorporation or bylaws Bylaws (or similar governing documents) of Parent PINOAK or Acquisition; any of PINOAK's subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition PINOAK or any of Parent’s other PINOAK's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition PINOAK or any of Parent’s other PINOAK's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), ) for violations, breaches or defaults that, individually or in the aggregate, which would not have a Material Adverse Effect on ParentPINOAK.
Appears in 2 contracts
Samples: Acquisition Agreement and Plan of Merger (Pinoak Inc /Nv/), Acquisition Agreement and Plan of Merger (Pinoak Inc /Nv/)
Consents and Approvals; No Violations. Except for (a) the filing of a pre-merger notification and report form by the Parent under the HSR Act, and the expiration or termination of the applicable waiting period thereunder, (b) the filing of a Certificate of Merger with the Secretary of the State of the State of Delaware in accordance with the DGCL, (c) filings with the SEC and any applicable national securities exchanges, (d) filings under state securities, "Blue Sky" or antitakeover laws, (e) any applicable filings required under the laws of foreign jurisdictions and (f) filings, permits, authorizations, consents or approvals relating to matters which, in the aggregate, are not material to the Parent and approvals its Subsidiaries (including Mergerco but excluding the Company and its Subsidiaries) taken as may be required under and other applicable requirements of the Securities Acta whole, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither neither the execution, delivery and or performance of this Agreement by the Parent or Acquisition and Mergerco nor the consummation by the Parent or Acquisition and Mergerco of the transactions contemplated hereby Contemplated Transactions nor compliance by the Parent and Mergerco with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective Certificates certificate of Incorporation incorporation or bylaws by-laws of the Parent or Acquisition; and any of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Authority (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a Material Adverse Effect on the Parent and its Subsidiaries taken as a whole or would not, or would not be reasonably likely to, materially impair the ability of the Parent and Mergerco to consummate the Merger or the other Contemplated Transactions), (iii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which the Parent or Acquisition or any of Parent’s other subsidiaries its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iiiiv) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Parent, Acquisition or any of Parent’s other subsidiaries its Subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or clauses (iii), ) and (iv) for violations, breaches or defaults that, individually or in the aggregate, which would not have a Material Adverse Effect on Parentthe Parent and its Subsidiaries taken as a whole or would not, or would not be reasonably likely to, materially impair the ability of the Parent or Mergerco to consummate the Merger or the other Contemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cable Car Beverage Corp), Agreement and Plan of Merger (Cable Car Beverage Corp)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the The execution and delivery by Parent or Acquisition and Sub of this Agreement or do not, and the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition Sub of the transactions contemplated hereby and compliance with the provisions hereof will (i) conflict with or not, result in any breach of any provision of the respective Certificates of Incorporation violation of, or bylaws of Parent or Acquisition; (ii) result in a violation or breach of or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligation or Lien) under the loss of a benefit under, or result in the creation of any Lien upon any of the termsproperties or assets of Parent or any of its Subsidiaries under, conditions any provision of (i) the Certificate of Incorporation, By-laws or provisions comparable organizational documents of Parent, Sub or any other Subsidiaries of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, license, contract, agreement lease or other instrument agreement, instrument, permit, concession, franchise or obligation license applicable to which Parent or Acquisition or any of Parent’s its Subsidiaries (other subsidiaries is a party than any agreement or by which any note that will be paid or discharged in full at or prior to the consummation of them or any of their respective properties or assets may be bound; the Offer) or (iii) violate any judgment, order, writ, injunction, decree, statute, law, statuteordinance, rule or regulation applicable to Parent, Acquisition Parent or any of Parent’s other subsidiaries its Subsidiaries or any of their respective properties or assets, exceptother than, in the case of the foregoing clause (ii) or (iii), for any such violations, breaches defaults, rights, losses or defaults Liens that, individually or in the aggregate, would not have a Material Adverse Effect on ParentParent or Sub or prevent or materially delay the consummation of the Offer or the Merger. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Sub or is necessary for the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act and the Exchange Act, (ii) the filing of Certificate of Merger with the Administrator and appropriate documents with the relevant authorities of other states in which Parent or any of its Subsidiaries is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Offer, the Merger or the other transactions contemplated by this Agreement, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, (v) such filings as may be required in connection with the taxes described in Section 7.6, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country in which Parent or any of its Subsidiaries conducts any business or owns any property or assets and (vii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on Parent or Sub or prevent or materially delay the consummation of the Offer or the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Scotsman Industries Inc), Agreement and Plan of Merger (Kysor Industrial Corp /Mi/)
Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the Rapidtron Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations Act, the rules of foreign Governmental Entities the NASD, and the filing and recordation of the Merger Certificate of Merger as required by the DGCLNGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition Rapidtron of this Agreement or the consummation by Parent or Acquisition Rapidtron of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on Rapidtron. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition Rapidtron nor the consummation by Parent or Acquisition Rapidtron of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or bylaws Bylaws (or similar governing documents) of Parent Rapidtron or Acquisition; any of Rapidtron's subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition Rapidtron or any of Parent’s other Rapidtron's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition Rapidtron or any of Parent’s other Rapidtron's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), ) for violations, breaches or defaults that, individually or in the aggregate, which would not have a Material Adverse Effect on ParentRapidtron.
Appears in 2 contracts
Samples: Employment Agreement (Rapidtron Inc), Employment Agreement (Rapidtron Inc)
Consents and Approvals; No Violations. Except for filings(a) filings pursuant to the Israeli Anti-Trust Law or any other required antitrust filings and the receipt, permitstermination or expiration, authorizationsas applicable, consents and of approvals as may be or waiting periods required under any applicable competition, merger control, antitrust or similar Law, (b) filings of customary applications and notices, as applicable, with the FDA, the EMEA or any other federal, state, local or foreign Regulatory Authority, (c) applicable requirements of and filings with the Securities Act, SEC under the Exchange Act, state securities (d) filings with the New York Stock Exchange, (e) the filing of the Certificate of Merger and (f) applicable requirements under corporation or “blue sky” lawslaws of various states, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither neither the execution, delivery and or performance of this Agreement by Parent or Acquisition and Sub nor the consummation by Parent or Acquisition and Sub of the transactions contemplated hereby will (i) conflict with or result in any breach of violate any provision of the respective Certificates certificate of Incorporation incorporation or bylaws (or equivalent organizational document) of Parent or Acquisition; Sub, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; or , (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation Law applicable to Parent, Acquisition or any of Parent’s other subsidiaries its Subsidiaries or any of their respective properties or assetsassets or (iv) require on the part of Parent or Sub any material filing or registration with, exceptnotification to, or authorization, consent or approval of, any Governmental Entity; except in the case of the foregoing clause clauses (ii) or and (iii), ) for such violations, breaches breaches, defaults, terminations, cancellations or defaults thataccelerations that would not, individually or in the aggregate, would not have a Parent Material Adverse Effect on ParentEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Omrix Biopharmaceuticals, Inc.)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” lawssky Laws, the HSR Act and Act, the ECMR, or any filings under similar merger notification laws or regulations of foreign Governmental Entities and other Antitrust Law, the filing and recordation of the Certificate Articles of Merger as required by the DGCLMGCL and as otherwise set forth in Section 4.4 to the Parent Disclosure Schedule, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition Merger Sub of this Agreement or the consummation by Parent or Acquisition Merger Sub of the transactions contemplated herebyMerger, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice do not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the ability of Parent to consummate the Merger or perform its obligations hereunder. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition Merger Sub nor the consummation by Parent or Acquisition Merger Sub of the transactions contemplated hereby Merger will (i) conflict with or result in any breach of any provision of the respective Certificates certificate of Incorporation incorporation or bylaws (or similar governing documents) of Parent or Acquisition; the charter or bylaws (or similar governing documents) of Merger Sub, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries Merger Sub is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation Law applicable to Parent, Acquisition Parent or any of Parent’s other subsidiaries Merger Sub or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), ) for violations, breaches or defaults thatwhich do not or would not reasonably be expected to have, individually or in the aggregate, would not have a Material Adverse Effect on Parentthe ability of Parent to consummate the Merger or perform its obligations hereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Electric Capital Corp), Agreement and Plan of Merger (Security Capital Group Inc/)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under the NJBCA, and other applicable requirements except for the filings required to consummate the Merger and filing of the Securities ActInformation Statement, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCLForm 8-K, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither neither the execution, delivery and or performance of this Agreement by Parent or and Acquisition Sub nor the consummation by the Parent or and Acquisition Sub of the transactions contemplated hereby will will: (i) conflict with or result in any breach of any provision of the respective Certificates Articles of Incorporation or bylaws of Parent or Acquisition; Acquisition Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings could not reasonably be expected to have a material adverse effect on Parent or Acquisition Sub or prevent or materially delay the consummation of the Merger), (iii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Parent or Acquisition or any of Parent’s other subsidiaries Sub is a party or by which any of them the Parent or any of Acquisition Sub or their respective properties or assets may be bound; or (iiiiv) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s other subsidiaries Sub or any of their respective properties or assets, except, except in the case of the foregoing clause clauses (iiiii) or (iii), iv) for violations, breaches or defaults that, individually or in the aggregate, would that could not reasonably be expected to have a Material Adverse Effect material adverse effect on ParentParent or Acquisition Sub or prevent or materially delay the consummation of the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Multi Solutions Inc), Agreement and Plan of Merger (Multi Solutions Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no (a) No filing with or notice to, and no permit, authorization, registration, consent or approval of of, any Governmental Entity is necessary required on the part of Parent or Purchaser for the execution execution, delivery and delivery performance by the Parent or Acquisition and Purchaser of this Agreement or the consummation by the Parent or Acquisition and Purchaser of the transactions contemplated hereby, except (i) pursuant to the applicable requirements of the Securities Act and the Exchange Act, (ii) the delivery of the articles of merger pursuant to the MGBCL, (iii) to comply with state securities or "blue-sky" Laws, (iv) required to be made with the NASD and other applicable self-regulatory organizations, or (v) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not reasonably be expected to have a Parent Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by each of Parent or Acquisition and Purchaser nor the consummation by each of Parent or Acquisition and Purchaser of the transactions contemplated hereby will (iA) conflict with or result in any breach breach, violation or infringement of any provision of the respective Certificates articles of Incorporation incorporation or bylaws by-laws (or similar governing documents) of Parent Parent, Purchaser or Acquisition; any of their respective Subsidiaries, (iiB) result in a breach, violation or breach of infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien or any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Contract to which Parent or Acquisition Parent, Purchaser or any of Parent’s other subsidiaries their respective Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iiiC) violate any order, writ, injunction, decree, law, statute, rule or regulation Law applicable to Parent, Acquisition Purchaser or any of Parent’s other subsidiaries their respective Subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause clauses (iiB) or (iii)C) for breaches, for violations, breaches infringements or defaults thatwhich would not, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect on ParentEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metropolitan Life Insurance Co/Ny), Agreement and Plan of Merger (Metropolitan Life Insurance Co/Ny)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, any Required Approval, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition and Merger Sub of this Agreement or the Related Agreements or the consummation by Parent or Acquisition and Merger Sub of the transactions contemplated herebyhereby or thereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, have a Parent Material Adverse Effect. Neither the execution, delivery and performance of this Agreement or the Related Agreements by Parent or Acquisition and Merger Sub nor the consummation by Parent or Acquisition and Merger Sub of the transactions contemplated hereby or thereby will (ia) conflict with or result in any breach of any provision of the respective Certificates certificates of Incorporation incorporation or bylaws (or similar governing documents) of Parent or Acquisition; Merger Sub, (iib) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration acceleration, or Lienresult in the creation of a Lien on any property or asset of Parent or any of its Subsidiaries, or trigger any rights of first refusal) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries Merger Sub is a party or by which any either of them or any of their respective properties or assets may be bound; , or (iiic) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition Parent or any of Parent’s other subsidiaries Merger Sub or any of their respective properties or assets, except, except in the case of the foregoing clause (iib) or (iii), c) above for violations, breaches breaches, defaults or defaults thatother occurrences that would not, individually or in the aggregate, would not have a Parent Material Adverse Effect on ParentEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Monsanto Co /New/), Agreement and Plan of Merger (Seminis Inc)
Consents and Approvals; No Violations. Except as set forth in Section 4.3 of the schedule attached to this Agreement setting forth exceptions to Parent's and Acquisition Sub's representations and warranties set forth herein and except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of the Securities Actof, the Exchange Act, the HSR Act (as hereinafter defined), state securities or “blue sky” laws, the HSR Act state "Blue Sky" laws and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval none of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and or performance of this Agreement by Parent or Acquisition nor Sub, the consummation by Parent or Acquisition Sub of the transactions contemplated hereby Transactions or compliance by Parent or Acquisition Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective Certificates certificates of Incorporation incorporation or bylaws of Parent or Acquisition; Acquisition Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (as hereinafter defined), (iii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries the Parent Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; , or (iiiiv) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition or any of Parent’s other subsidiaries the Parent Subsidiaries or any of their respective properties or assets, except, in the case of excluding from the foregoing clause clauses (ii) or ), (iii), for ) and (iv) such violations, breaches or defaults thatwhich would not, individually or in the aggregate, would not have a Parent Material Adverse Effect on Parent.Effect. 4.4
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Logica PLC / Eng), Agreement and Plan of Merger (Carnegie Group Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” lawsof, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCLapplicable state takeover laws, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither neither the execution, delivery and or performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby nor compliance by Parent or Acquisition with any of the provisions hereof will (iI) conflict with or result in any breach of any provision of the respective Certificates Articles of Incorporation or bylaws Bylaws of Parent or Acquisition; , (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of Parent and Acquisition to consummate the transactions contemplated hereby), (iii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries is a party or by which any of them it or any of their respective its properties or assets may be bound; bound or (iiiiv) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition or any of Parent’s other its subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or clauses (iii), ) and (iv) for violations, breaches or defaults thatdefaults, individually or in the aggregaterights of termination, amendment, cancellation or acceleration, which would not have a Material Adverse Effect on Parentmaterially impair the ability of Parent and Acquisition to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Shareholder Agreement (Hi Holdings Inc), Shareholder Agreement (Haskel International Inc)
Consents and Approvals; No Violations. Except for filings, ------------------------------------- permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification Act, foreign antitrust laws or regulations of foreign Governmental Entities and the filing and recordation of the Merger Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, permit authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent Parent, Holdco, Acquisition I or Acquisition II of this Agreement or the consummation by Parent Parent, Holdco, Acquisition I or Acquisition II of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Parent Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by Parent Parent, Holdco, Acquisition I or Acquisition II nor the consummation by Parent Parent, Holdco, Acquisition I or Acquisition II of the transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or bylaws Bylaws (or similar governing documents) of Parent Parent, Holdco, Acquisition I or Acquisition; Acquisition II or any of Parent's other subsidiaries, (iib) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent Parent, Holdco, Acquisition I or Acquisition II or any of Parent’s 's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iiic) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Holdco, Acquisition I or Acquisition II or any of Parent’s 's other subsidiaries or any of their respective properties or assets, assets except, in the case of the foregoing clause (iib) or (iiic), for violations, violations breaches or defaults that, individually or in the aggregate, which would not have a Parent Material Adverse Effect on ParentEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Northrop Grumman Corp), Agreement and Plan of Merger (NNG Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of the Securities Actof, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities sky Laws and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition Merger Sub of this Agreement or the consummation by Parent or Acquisition Merger Sub of the transactions Transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice do not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition Merger Sub nor the consummation by Parent or Acquisition Merger Sub of the transactions Transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates articles of Incorporation incorporation or bylaws (or similar governing documents) of Parent or Acquisition; Merger Sub or any of Parent's subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition Merger Sub or any of Parent’s other 's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation Law applicable to Parent, Acquisition Parent or Merger Sub or any of Parent’s other 's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), ) for violations, breaches or defaults thatwhich do not or would not reasonably be expected to have, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Minolta Investments Co), Agreement and Plan of Merger (Minolta Investments Co)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and Subject to the filing and recordation of the a Certificate of Merger as required by with the DGCLSecretary of State of the State of Delaware and compliance with applicable federal and state securities laws, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or and the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will not: (i) violate or conflict with or result in any breach of any provision provisions of the respective Certificates Certificate of Incorporation or bylaws By-Laws of the Parent or Acquisition; (ii) result in a violation or breach of breach, violate or constitute an event of default (or an event which with or without due notice or the lapse of time or boththe giving of notice or both would constitute an event of default) a default (or under, give rise to any right of termination, amendmentcancellation, cancellation modification or acceleration under, or Lien) under require any consent or the giving of the termsany notice under, conditions or provisions of any note, bond, indenture, mortgage, indenturesecurity agreement, lease, license, contractfranchise, permit, agreement or other instrument or obligation to which the Parent or Acquisition or any of Parent’s other subsidiaries is a party party, or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Acquisition pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Lycos Material Adverse Effect; or (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunctioninjunction or decree or other instrument of any Federal, decreestate, lawlocal or foreign court or governmental or regulatory body, statute, rule agency or regulation authority applicable to Parent, the Parent or Acquisition or any of Parent’s other subsidiaries or by which any of their respective properties or assetsassets may be bound, except, in the case of the foregoing clause (ii) except for such violations or (iii), for violations, breaches or defaults that, individually or in the aggregate, conflicts which would not have a Lycos Material Adverse Effect Effect; or (iv) require, on Parentthe part of the Parent or Acquisition, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Lycos Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lycos Inc), Agreement and Plan of Merger (Lycos Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements set forth on Section 3.4 of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCLParent Disclosure Schedule, no filing with or notice to, and no permit, authorization, registration, consent or approval of of, any Governmental Entity or third party is necessary required on the part of Parent, the Seller or the Company for the execution execution, delivery and delivery performance by Parent Parent, the Seller or Acquisition the Company of this Agreement or by Parent or any member of the Parent Group thereof of any Ancillary Agreement to which it is a party or the consummation by Parent Parent, the Seller or Acquisition the Company thereof of the transactions contemplated herebyhereby or thereby, except (a) compliance with any applicable requirements of any Competition and Foreign Investment Laws; (b) compliance with any Permits relating to the Business; or (c) any such filings, notices, permits, authorizations, registrations, consents or approvals, the failure to make or obtain would not reasonably be expected to have a Business Material Adverse Effect. Neither Assuming compliance with the items described in clauses (a) through (c) of the preceding sentence, neither the execution, delivery and performance of this Agreement by Parent, the Seller or the Company or any Ancillary Agreement by Parent or Acquisition any applicable Subsidiary thereof, nor the consummation by Parent or Acquisition any Subsidiary thereof of the transactions contemplated hereby or thereby, will (i) conflict with or result in any breach breach, violation or infringement of any provision of the respective Certificates articles of Incorporation incorporation or bylaws by-laws (or similar governing documents) of Parent Parent, the Seller or Acquisition; any Transferred Entity, (ii) result in a breach, violation or breach of infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any noteBusiness Material Contract, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation Law applicable to Parent, Acquisition or any of Parent’s other subsidiaries Transferred Entity or any of their respective properties or assets, except, in the case of the foregoing clause (ii) or clause (iii), for violations, breaches or defaults that, individually or in the aggregate, as would not have a Business Material Adverse Effect on ParentEffect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (CARRIER GLOBAL Corp), Stock Purchase Agreement (APi Group Corp)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents consents, and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act Act, and any filings under similar merger notification laws or regulations of foreign non-Israeli or U.S. Governmental Entities and the filing and recordation of the Certificate of Merger Proposal and the Shareholder Approval Notices and the other filings listed in Section 4.16 as required by the DGCLCompanies Law, exemption from the Israeli Securities Authority from the requirement to publish a prospectus in respect of the issuance of options to acquire Parent Common Stock to Israeli resident holders of Company Stock Options, the consent of the Israeli Commissioner of Restrictive Trade Practices pursuant to the Restrictive Trade Practices Law (1988), no filing with or notice to, and no permit, authorization, permit authorization consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or bylaws Bylaws (or similar governing documents) of Parent or Acquisition; (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement Contract or other instrument or obligation to which Parent or Acquisition or any of Parent’s 's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s 's other subsidiaries or any of their respective properties or assets, assets except, in the case of the foregoing clause (ii) or (iii), for violations, breaches or defaults thatthat would not, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cadence Design Systems Inc), Agreement and Plan of Merger (Cadence Design Systems Inc)
Consents and Approvals; No Violations. Except as set forth in Section 4.3 of the schedule attached to this Agreement setting forth exceptions to Parent's and Acquisition Sub's representations and warranties set forth herein and except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of the Securities Actof, the Exchange Act, the HSR Act, and state securities or “blue sky” state "Blue Sky" laws, the HSR Act and any filings under similar merger notification laws or regulations none of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and or performance of this Agreement by Parent or Acquisition nor Sub, the consummation by Parent or Acquisition Sub of the transactions contemplated hereby Transactions or compliance by Parent or Acquisition Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective Certificates articles of Incorporation incorporation or organization or bylaws of Parent or Acquisition; Acquisition Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any state, federal or foreign government or governmental authority or by any United States, state or foreign court of competent jurisdiction (a "GOVERNMENTAL ENTITY"), (iii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries the Parent Subsidiaries listed in Section 4.3 of the Schedule attached to this Agreement (the "MATERIAL PARENT SUBSIDIARIES") is a party or by which any of them or any of their respective properties or assets may be bound; , or (iiiiv) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition or any of Parent’s other subsidiaries the Material Parent Subsidiaries or any of their respective properties or assets, except, in the case of excluding from the foregoing clause clauses (ii) or ), (iii), for ) and (iv) such violations, breaches or defaults thatwhich would not, individually or in the aggregate, would not have a Parent Material Adverse Effect on ParentEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Precision Castparts Corp), Agreement and Plan of Merger (Wyman Gordon Co)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of the Securities Actof, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities sky Laws and the filing and recordation of the Certificate of Merger as required by the DGCLDGCL and the MGBCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition Merger Sub of this Agreement or the consummation by Parent or Acquisition Merger Sub of the transactions Transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice do not or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition Merger Sub nor the consummation by Parent or Acquisition Merger Sub of the transactions Transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates articles of Incorporation incorporation or bylaws (or similar governing documents) of Parent or Acquisition; Merger Sub, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries Merger Sub is a party or by which any either of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation Law applicable to Parent, Acquisition Parent or any of Parent’s other subsidiaries Merger Sub or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), ) for violations, breaches or defaults thatwhich do not or could not reasonably be expected to have, individually or in the aggregate, would not have a Material Adverse Effect material adverse effect on Parentthe ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Westfield Holdings LTD /), Agreement and Plan of Merger (Westfield America Management LTD)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements Subject to (a) filing of the Securities ActCertificates of Merger pursuant to DGCL and/or DLLCA and NYBC, the Exchange Act, and (b) compliance with applicable federal and state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or and the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will not: (i) violate or conflict with or result in any breach of any provision provisions of the respective Certificates Certificate of Incorporation or bylaws Certificate of Parent Formation, as the case may be, or AcquisitionBy-Laws or Limited Liability Company Operating Agreement, as the case may be, of the Parent, First Acquisition Corp. or Second Acquisition Corp.; (ii) result in a violation or breach of breach, violate or constitute an event of default (or an event which with or without due notice or the lapse of time or boththe giving of notice or both would constitute an event of default) a default (or under, give rise to any right of termination, amendmentcancellation, cancellation modification or acceleration under, or Lien) under require any consent or the giving of the termsany notice under, conditions or provisions of any note, bond, indenture, mortgage, indenturesecurity agreement, lease, license, contractfranchise, permit, agreement or other instrument or obligation to which Parent or the Parent, First Acquisition or any of Parent’s other subsidiaries is a party Corp. and Second Acquisition Corp. are parties, or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent, First Acquisition Corp. and/or Second Acquisition Corp. pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Parent Material Adverse Effect; or (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunctioninjunction or decree or other instrument of any federal, decreestate, lawlocal or foreign court or governmental or regulatory body, statuteagency, rule association, organization or regulation authority applicable to the Parent, First Acquisition Corp. and/or Second Acquisition Corp. or any of Parent’s other subsidiaries or by which any of their respective properties or assetsassets may be bound, except, in the case of the foregoing clause (ii) except for such violations or (iii), for violations, breaches or defaults that, individually or in the aggregate, conflicts which would not have a Parent Material Adverse Effect; or (iv) require, on the part of the Parent, First Acquisition Corp. and/or Second Acquisition Corp., any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Parent Material Adverse Effect on or would impede or impair the ability of Parent, First Acquisition Corp. or Second Acquisition Corp. to perform its respective obligations under this Agreement in any material respect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Marchex Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and (i) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL; (ii) obtaining the Parent Stockholder Approval and (iii) the filing with NASDAQ of a listing application covering the Registrable Securities or other shares of Parent Common Stock issuable upon conversion of the shares of Parent Series A Preferred Stock issuable hereunder, no filing with or registration with, or notice to, and no permitPermit, authorization, consent or approval of of, any Governmental Entity public court, tribunal or administrative, governmental or regulatory body, agency or authority is necessary for or required in connection with the execution and delivery by Parent or Acquisition of this Agreement by Parent and Merger Subsidiary or for the consummation by Parent or Acquisition and Merger Subsidiary of the transactions contemplated herebyby this Agreement; provided that until the Shelf Registration Statement has become effective, the sale of shares of Parent Common Stock issuable upon conversion of the shares of Parent Series A Preferred Stock issuable hereunder may be restricted. Neither Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby by Parent and Merger Subsidiary will (ix) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or bylaws Bylaws of Parent or Acquisition; Merger Subsidiary, (iiy) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement Contract or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries Merger Subsidiary is a party or by which any of them Parent or Merger Subsidiary or any of their respective properties or assets may be bound; bound or (iiiz) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition Parent or any of Parent’s other subsidiaries Merger Subsidiary or any of their respective properties or assets, assets except, in the case of the foregoing clause subsections (iiy) or (iii)z) above, for violations, breaches or defaults that, individually or in the aggregate, that would not have a Material Adverse Effect on Parent or Merger Subsidiary and that will not prevent or delay the consummation of the transactions contemplated hereby; provided that until the Shelf Registration Statement has become effective, the sale of shares of Parent Common Stock issuable upon conversion of the shares of Parent Series A Preferred Stock issuable hereunder shall be restricted. SEC Documents. Parent has filed all required reports, schedules, forms, statements and other documents with the SEC under the Exchange Act since January 1, 1998 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein collectively referred to herein as the "Parent SEC Documents"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except for an arithmetic currency conversion error in Parent’s quarterly report for the period ending September 30, 2001, which was subsequently corrected, the consolidated financial statements of Parent included in the Parent SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Novitron International Inc), Agreement and Plan of Merger (Novitron International Inc)
Consents and Approvals; No Violations. Except for applicable requirements of the Securities Act, state securities laws and the filing and recordation of a Certificate of Merger, as required by the GCL, and such other filings, permits, authorizations, consents and or approvals as may be required under and other applicable requirements of which if not obtained or made would not individually or in the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCLaggregate have a Material Adverse Effect on Intracel Parent, no filing with or notice towith, and no permit, authorization, consent or approval of of, any Governmental Entity Entity, is necessary for the execution and delivery consummation by Intracel Parent or Intracel Acquisition of this Agreement or the consummation by Parent or Acquisition Sub of the transactions contemplated herebyby this Agreement. Neither Except as set forth in Section 5.04 of the executionIntracel Parent Disclosure Schedule, neither the execution and delivery and performance of this Agreement by Intracel Parent or Intracel Acquisition Sub nor the consummation by Intracel Parent or Intracel Acquisition Sub of the transactions contemplated hereby nor compliance by Intracel Parent or Intracel Acquisition Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective Certificates of Incorporation charter or bylaws of Intracel Parent or Acquisition; any of its subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Intracel Parent or Acquisition or any of Parent’s other its subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any material order, writ, injunction, decree, lawstatute, statutetreaty, rule or regulation applicable to Intracel Parent, Acquisition or any of Parent’s other its subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), ) for violations, breaches or defaults that, individually or which are not in the aggregateaggregate material to the business, would operations or financial condition of Intracel Parent and its subsidiaries taken as a whole and which will not have a Material Adverse Effect on Parentprevent or delay the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Intracel Corp), Shareholders Agreement (Intracel Corp)
Consents and Approvals; No Violations. Except for filings, ------------------------------------- permits, authorizations, consents consents, and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCLCGCL, no filing with or notice to, and no permit, authorization, permit authorization consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or any of the other Transaction Documents to which it is a party or the consummation by Parent or Acquisition of the transactions contemplated herebyhereby and thereby. Neither the execution, delivery and performance of this Agreement or any of the other Transaction Documents to which it is a party by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the respective Certificates Certificate or Articles of Incorporation or bylaws (or similar governing documents) of Parent or Acquisition; Acquisition or any of Parent's other subsidiaries, (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s 's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s 's other subsidiaries or any of their respective properties or assets, except, in the case of the foregoing clause (ii) or (iii), for violations, breaches or defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Virata Corp), Agreement and Plan of Merger (Virata Corp)
Consents and Approvals; No Violations. Except as set forth in Item 5.3 of the Parent Letter, except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of the Securities Actof, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by Act, the DGCL, no filing with or notice tostate takeover laws and foreign and supranational laws relating to antitrust and anticompetition clearances, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither neither the execution, delivery and or performance of this Agreement by Parent or Acquisition and Sub nor the consummation by Parent or Acquisition and Sub of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates certificate of Incorporation incorporation or bylaws By-laws of Parent or Acquisition; and Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not reasonably be expected to have a Material Adverse Effect on Parent or prevent or materially delay the consummation of the Offer and/or the Merger), (iii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iiiiv) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition or any of Parent’s other subsidiaries its Subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause clauses (iiiii) or (iii), iv) for violations, breaches or defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent.,
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dekalb Genetics Corp), Agreement and Plan of Merger (Monsanto Co)
Consents and Approvals; No Violations. Except for filings(i) filings ------------------------------------- - required under the Exchange Act in connection with this Agreement and the transactions contemplated hereby, permitsincluding the Tender Offer Statement on Schedule TO ("Schedule TO"), authorizations(ii) the filing of a Pre-Merger Notification and -- Report Form by the Parent under the HSR Act, consents and approvals such filings as may be required under and any other applicable requirements of the Securities ActAntitrust Laws, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and (iii) the filing and recordation of the Certificate of Merger appropriate --- merger documents as required by the DGCLGCL, (iv) filings under the securities or -- blue sky laws or takeover statutes of the various states, (v) filings in - connection with any applicable transfer or other taxes in any applicable jurisdiction and (vi) such filings as are disclosed in the Company Disclosure -- Letter, no filing with or notice towith, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution consummation by the Parent and delivery the Purchaser of the transactions contemplated by this Agreement, the failure to make or obtain which would materially impair the ability of the Parent or Acquisition of this Agreement the Purchaser to perform their respective obligations hereunder or the consummation by Parent or Acquisition of to consummate the transactions contemplated hereby. Neither the execution, execution and delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby nor compliance by the Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach violation of any provision of the respective Certificates - organizational documents of Incorporation or bylaws of the Parent or Acquisition; the certificate of incorporation or by-laws of the Purchaser, (ii) result in a violation or breach of of, or constitute -- (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration acceleration) under, or Lien) under result in the creation of any Liens upon any of the properties or assets of the Parent or the Purchaser or any of their subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Parent or Acquisition the Purchaser or any of Parent’s other their subsidiaries is a party party, or by which any of them or any of their respective properties or assets may be is bound; , or (iii) violate any statute, rule, regulation, --- order, writ, injunction, decree, law, statute, rule writ or regulation decree of any Governmental Entity applicable to Parent, Acquisition the Parent or the Purchaser or any of Parent’s other their subsidiaries or by which any of their respective properties or assetsassets may be bound, except, in the case of excluding from the foregoing clause clauses (ii) or and (iii)) conflicts, for violations, breaches or defaults thatwhich would -- --- not, either individually or in the aggregate, would not have a Material Adverse Effect on Parentprevent or materially delay consummation of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan (Prudential Mortgage Capital Co LLC), Agreement and Plan (Prudential Mortgage Capital Co LLC)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities Act, and the filing and recordation of the Certificate a certificate of Merger merger as required by the DGCLGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by each of Parent or Acquisition and the Purchaser of this Agreement or the consummation by each of Parent or Acquisition and the Purchaser of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Purchaser Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by each of Parent or Acquisition and the Purchaser nor the consummation by each of Parent or Acquisition and the Purchaser of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or bylaws By-Laws (or similar governing documents) of Parent Parent, the Purchaser or Acquisition; any of their respective Subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition Parent, the Purchaser or any of Parent’s other subsidiaries their respective Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition the Purchaser or any of Parent’s other subsidiaries their respective Subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause clauses (ii) or (iii), ) for violations, breaches or defaults thatwhich would not, individually or in the aggregate, would not have a Purchaser Material Adverse Effect on ParentEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GMG Acquisition Corp), Agreement and Plan of Merger (Global Motorsport Group Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the The execution and delivery by Parent or Acquisition and Sub of this Agreement or do not, and the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition Sub of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any (ia) conflict material violation of, or material default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any breach Lien upon any of the material properties or material assets of Parent or any of its Subsidiaries under, any provision of the respective Certificates Certificate of Incorporation or bylaws Bylaws of Parent or Acquisition; Sub or (iib) result in a violation of, or breach of or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligation or Lien) under the loss of a material benefit under, or result in the creation of any Lien upon any of the termsmaterial properties or material assets of Parent or any of its Subsidiaries under, conditions (i) any provision of the Certificate of Incorporation, Bylaws or provisions comparable organization documents of any of Significant Subsidiaries of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, license, contract, agreement lease or other instrument agreement, instrument, permit, concession, franchise or obligation license applicable to which Parent or Acquisition or any of Parent’s other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; its Significant Subsidiaries or (iii) violate any judgment, order, writ, injunction, decree, statute, law, statuteordinance, rule or regulation applicable to Parent, Acquisition Parent or any of Parent’s other subsidiaries its Significant Subsidiaries or any of their respective properties or assets, exceptother than, in the case of the foregoing clause (i), (ii) or (iii), for any such violations, breaches defaults, rights, losses or defaults Liens, that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Sub or is necessary for the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act and the Exchange Act, (ii) the filing of Articles of Merger and appropriate documents with the relevant authorities of other states in which Parent or any of its Subsidiaries is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Offer, the Merger or the other transactions contemplated by this Agreement, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, (v) such filings as may be required in connection with the taxes described in Section 7.6, (vi) such filings and consents as may be required by insurance or insurance brokerage laws or regulations, (vii) in connection, or in compliance, with the provisions of the Competition Act, (viii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country in which Parent or any of its Subsidiaries conducts any business or owns any property or assets and (ix) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aon Corp), Agreement and Plan of Merger (Alexander & Alexander Services Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents consents, and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act Act, and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, permit authorization consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates Certificate or Certificate of Incorporation or bylaws Bylaws of Parent or Acquisition; (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s 's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s 's other subsidiaries or any of their respective properties or assets, assets except, in the case of the foregoing clause (ii) or (iii), for violations, breaches or defaults thatthat would not, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Simplex Solutions Inc), Agreement and Plan of Merger (Cadence Design Systems Inc)
Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the EZJR Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations Act, the rules of foreign Governmental Entities the NASD, and the filing and recordation of the Merger Certificate of Merger as required by the DGCLNGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition EZJR of this Agreement or the consummation by Parent or Acquisition EZJR of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on EZJR. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition EZJR nor the consummation by Parent or Acquisition EZJR of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates Articles of Incorporation or bylaws Bylaws (or similar governing documents) of Parent EZJR or Acquisition; any of EZJR's subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition EZJR or any of Parent’s other EZJR's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition EZJR or any of Parent’s other EZJR's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), ) for violations, breaches or defaults that, individually or in the aggregate, which would not have a Material Adverse Effect on ParentEZJR.
Appears in 2 contracts
Samples: Acquisition Agreement and Plan of Merger (EZJR, Inc.), Acquisition Agreement and Plan of Merger (EZJR Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Merger Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, permit authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not materially impair the likelihood of the consummation of the transactions contemplated hereby and the likelihood that such transactions would not be rescinded or undone. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or bylaws Bylaws (or similar governing documents) of Parent or Acquisition; Acquisition or any of Parent's other subsidiaries, (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, terms conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s 's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s 's other subsidiaries or any of their respective properties or assets, assets except, in the case of the foregoing clause (ii) or (iii), for violations, violations breaches or defaults that, individually or in the aggregate, which would not have a Material Adverse Effect on Parentmaterially impair the likelihood of the consummation of the transactions contemplated hereby and the likelihood that such transactions would not be rescinded or undone.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Technitrol Inc), Agreement and Plan of Merger (Gti Corp)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” lawssky Laws, the HSR Act and or any filings under similar merger notification laws or regulations of foreign Governmental Entities and other Antitrust Law, the filing and recordation of the Certificate Articles of Merger as required by the DGCLMGCL and as otherwise set forth in Section 4.7 to the Parent Disclosure Schedule, no filing with or notice to, and no permit, authorization, consent or approval of of, (i) any Governmental Entity or (ii) any other third party, is necessary for the execution and delivery by each of Parent or Acquisition and Merger Sub of this Agreement or the consummation by each of Parent or Acquisition and Merger Sub of the Merger or any of the other transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have or would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect on Parent. Neither Except as set forth in Section 4.7 of the Parent Disclosure Schedule, neither the execution, delivery and or performance of this Agreement by each of Parent or Acquisition and Merger Sub nor the consummation by each of Parent or Acquisition and Merger Sub of the Merger or any of the other transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates of Incorporation articles or bylaws (or similar organizational documents) of each of Parent or Acquisition; Merger Sub, or any of their respective subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or LienLien or result in the reduction or loss of any benefit) under under, any of the terms, conditions or provisions of any loan note, bond, mortgage, credit agreement, reciprocal easement agreement, permit, concession, franchise, indenture, lease, license, contract, agreement or other instrument or obligation to which each of Parent or Acquisition Merger Sub, or any of Parent’s other subsidiaries their respective subsidiaries, is a party or by which any of them or any of their respective properties or assets may be bound; bound or any Parent Permit (as hereinafter defined), or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation Law applicable to Parenteach of Parent or Merger Sub, Acquisition or any of Parent’s other subsidiaries their respective subsidiaries, or any of their respective properties or assets, except, in the each case of the foregoing clause with respect to (ii) or and (iii)) above, for violations, breaches except as which would not have or defaults thatwould not reasonably be likely to have, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (JDN Realty Corp), Agreement and Plan of Merger (Developers Diversified Realty Corp)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and Subject to (a) the filing and recordation of the Certificate of Merger as required by with the DGCLSecretary of State of the State of Ohio and (b) compliance with applicable federal and state securities laws, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or and the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will not: (i) violate or conflict with or result in any breach of any provision provisions of the respective Certificates Certificate or Articles of Incorporation or bylaws By-Laws or Regulations of the Parent or AcquisitionAcquisition Corp.; (ii) result in a violation or breach of breach, violate or constitute an event of default (or an event which with or without due notice or the lapse of time or boththe giving of notice or both would constitute an event of default) a default (or under, give rise to any right of termination, amendmentcancellation, cancellation modification or acceleration under, or Lien) under require any consent or the giving of the termsany notice under, conditions or provisions of any note, bond, indenture, mortgage, indenturesecurity agreement, lease, license, contractfranchise, permit, agreement or other instrument or obligation to which the Parent or Acquisition or any of Parent’s other subsidiaries is a party Corp. are parties, or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Acquisition Corp. pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Xxxx.xxx Material Adverse Effect; or (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunctioninjunction or decree or other instrument of any federal, decreestate, lawlocal or foreign court or governmental or regulatory body, statute, rule agency or regulation authority applicable to Parent, the Parent or Acquisition Corp. or any of Parent’s other subsidiaries or by which any of their respective properties or assetsassets may be bound, except, in the case of the foregoing clause (ii) except for such violations or (iii), for violations, breaches or defaults that, individually or in the aggregate, conflicts which would not have a Xxxx.xxx Material Adverse Effect Effect; or (iv) require, on Parentthe part of the Parent or Acquisition Corp., any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Xxxx.xxx Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and (i) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL; (ii) obtaining the Parent Stockholder Approval and (iii) the filing with NASDAQ of a listing application covering the Registrable Securities or other shares of Parent Common Stock issuable upon conversion of the shares of Parent Series A Preferred Stock issuable hereunder, no filing with or registration with, or notice to, and no permitPermit, authorization, consent or approval of of, any Governmental Entity public court, tribunal or administrative, governmental or regulatory body, agency or authority is necessary for or required in connection with the execution and delivery by Parent or Acquisition of this Agreement by Parent and Merger Subsidiary or for the consummation by Parent or Acquisition and Merger Subsidiary of the transactions contemplated herebyby this Agreement; provided that until the Shelf Registration Statement has become effective, the sale of shares of Parent Common Stock issuable upon conversion of the shares of Parent Series A Preferred Stock issuable hereunder may be restricted. Neither Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby by Parent and Merger Subsidiary will (ix) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or bylaws Bylaws of Parent or Acquisition; Merger Subsidiary, (iiy) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement Contract or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries Merger Subsidiary is a party or by which any of them Parent or Merger Subsidiary or any of their respective properties or assets may be bound; bound or (iiiz) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition Parent or any of Parent’s other subsidiaries Merger Subsidiary or any of their respective properties or assets, assets except, in the case of the foregoing clause subsections (iiy) or (iii)z) above, for violations, breaches or defaults that, individually or in the aggregate, that would not have a Material Adverse Effect on ParentParent or Merger Subsidiary and that will not prevent or delay the consummation of the transactions contemplated hereby; provided that until the Shelf Registration Statement has become effective, the sale of shares of Parent Common Stock issuable upon conversion of the shares of Parent Series A Preferred Stock issuable hereunder shall be restricted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Novitron International Inc)
Consents and Approvals; No Violations. Except ------------------------------------- for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities Act, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on Parent. Neither Except as set forth in Section 3.6 of the Parent Disclosure Schedule, neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates certificate of Incorporation incorporation or bylaws (or similar governing documents) of Parent or Acquisition; Acquisition or any of Parent's subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other 's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s other 's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), ) for violations, breaches or defaults that, individually or in the aggregate, which would not have a Material Adverse Effect on Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cuc International Inc /De/)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents consents, and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “"blue sky” " laws, the HSR Act Act, and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, permit authorization consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates Certificate or Certificate of Incorporation or bylaws of Parent or Acquisition; (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Parent, Acquisition or any of Parent’s other subsidiaries Parent Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition or any of Parent’s other subsidiaries Parent Subsidiary or any of their respective properties or assets, assets except, in the case of the foregoing clause (ii) or (iii), for violations, breaches or defaults thatthat would not, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rawlings Sporting Goods Co Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements set forth in ------------------------------------- item 5.3 of the Securities Actletter from Parent to the Company dated the date hereof, which letter relates to this Agreement and is designated therein as the Exchange ActParent Letter (the "Parent Letter"), state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition and Sub of this ------------- Agreement or do not, and the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition Sub of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries under, (i) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation Incorporation, By-laws or bylaws comparable organization documents of Parent Parent, Sub or Acquisition; any Significant Subsidiaries of Parent, (ii) result in a violation any loan or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of terminationcredit agreement, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement lease or other instrument agreement (other than, with respect to termination, agreements terminable at will or obligation upon 90 days' or less notice by the terminating party), instrument, permit, concession, franchise or license applicable to which Parent or Acquisition or any of Parent’s other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; its Significant Subsidiaries or (iii) violate assuming all the consents, filings and registrations referred to in the next sentence are made and obtained, any judgment, order, writ, injunction, decree, statute, law, statuteordinance, rule or regulation applicable to Parent, Acquisition Parent or any of Parent’s other subsidiaries its Significant Subsidiaries or any of their respective properties or assets, exceptother than, in the case of the foregoing clause (ii) or (iii), for any such violations, breaches defaults, rights, losses or defaults Liens, that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ParentParent or Sub or prevent or result in a third party materially delaying the consummation of the Offer and/or the Merger. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Sub or is necessary for the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, except (i) in connection, or in compliance, with the provisions of the HSR Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Parent or any of its Subsidiaries is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Offer, the Merger or the other transactions contemplated by this Agreement, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals or state securities or "blue sky" laws, (v) such filings as may be required in connection with the taxes described in Section 7.6, (vi) in connection, or in compliance, ----------- with the provisions of the Competition Act, (vii) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country in which Parent or any of its Subsidiaries conducts any business or owns any property or assets and (viii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent or prevent or result in a third party materially delaying the consummation of the Offer and/or the Merger.
Appears in 1 contract
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “"blue sky” laws, the HSR Act and any filings under similar merger notification " laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, permit authorization consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice, individually or in the aggregate, would not have a Material Adverse Effect on Parent. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or bylaws (or similar governing documents) of Parent or Acquisition; (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s 's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition or any of Parent’s 's other subsidiaries or any of their respective properties or assets, except, in the case of the foregoing clause (ii) or (iii), for violations, breaches breaches, defaults or defaults rights that, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Fotoball Usa Inc)
Consents and Approvals; No Violations. Except for filings, ------------------------------------- permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act Act, and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no material filing with or notice to, and no material permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or bylaws (or similar governing documents) of Parent or Acquisition; Acquisition or any of Parent's other subsidiaries, (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s 's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; are bound or (iii) violate any material order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s 's other subsidiaries or any of their respective properties or assets, except, in the case of the foregoing clause (ii) or (iii), for violations, breaches or defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
Appears in 1 contract
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act Act, and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCLNJBCA, no material filing with or notice to, and no material permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or bylaws (or similar governing documents) of Parent or Acquisition; , (iib) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s 's other subsidiaries is a party or by which any of them or any of their respective properties or and assets may be bound; is bound or (iiic) violate any material order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s 's other subsidiaries or any of their respective properties or assets, except, in the case of the foregoing clause (ii) or (iii), for violations, breaches or defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
Appears in 1 contract
Consents and Approvals; No Violations. Except for the filing of the Certificate of Merger with the Secretary of State of the State of Georgia as required by the GBCC and any filings required by applicable federal and state securities laws, no filing or registration with, or notice to, and no Permit, authorization, consent or approval of, any public court, tribunal or administrative, governmental or regulatory body, agency or authority is necessary or required in connection with the execution and delivery of this Agreement by Parent and Merger Subsidiary or for the consummation by Parent and Merger Subsidiary of the transactions contemplated by this Agreement. Assuming that all filings, permitsregistrations, Permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required contemplated by the DGCLimmediately preceding sentence have been duly made or obtained, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby by Parent and Merger Subsidiary will (ix) conflict with or result in any breach of any provision of the respective Certificates articles of Incorporation incorporation or bylaws of Parent or Acquisition; Merger Subsidiary, (iiy) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement Contract or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries Merger Subsidiary is a party or by which any of them Parent or Merger Subsidiary or any of their respective properties or assets may be bound; bound or (iiiz) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition Parent or any of Parent’s other subsidiaries Merger Subsidiary or any of their respective properties or assets, assets except, in the case of the foregoing clause subsections (iiy) or (iii)z) above, for violations, breaches or defaults that, individually or in the aggregate, that would not have a Material Adverse Effect on ParentParent or Merger Subsidiary and that will not prevent or delay the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rf Monolithics Inc /De/)
Consents and Approvals; No Violations. Except Assuming the truth and accuracy of the Company's representations and warranties contained in Section 3.6, except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “"blue sky” " laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the a Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated herebyhereby or thereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Parent Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby or thereby will (ia) conflict with or result in any breach of any provision of the respective Certificates certificate or Articles/Certificate of Incorporation or bylaws Bylaws (or similar governing documents of Parent or Acquisition; , (iib) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iiic) violate any order, writ, injunction, decree, law, statute, rule rule, ordinance regulation or regulation injunction binding on or applicable to Parent, Parent or Acquisition or any of Parent’s other subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (iib) or (iii), c) for violations, breaches or defaults that, individually or in the aggregate, which would not have a Parent Material Adverse Effect or on Parentthe ability of Parent or Acquisition to consummate the Offer or the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Huntsman Packaging Corp)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements set forth on Section 5.5 of the Securities ActLanxide Disclosure Schedule, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or do not, and the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Lanxide or any of its Subsidiaries under: (i) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or bylaws By-laws of Parent Lanxide or Acquisition; the comparable charter or organization documents or by-laws of any of its Subsidiaries, (ii) result in a violation any loan or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of terminationcredit agreement, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, licenseagreement, contractinstrument, agreement permit, concession, franchise or other instrument or obligation license applicable to which Parent or Acquisition Lanxide or any of Parent’s other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; its Subsidiaries or (iii) violate any judgment, order, writ, injunction, decree, statute, law, statuteordinance, rule or regulation applicable to Parent, Acquisition Lanxide or any of Parent’s other subsidiaries its Subsidiaries or any of their respective properties or assets, exceptother than, in the case of the foregoing clause clauses (ii) or and (iii), for any such violations, breaches defaults, rights, liens, security interests, charges or defaults encumbrances that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent.Lanxide and would not materially impair the ability of Lanxide to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign (including provincial) or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity") is required by or with respect to Lanxide or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Lanxide or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except: (i) in connection, or in compliance, with the provisions of the Securities Laws and any state securities or "blue sky" laws; (ii) for the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Lanxide or any
Appears in 1 contract
Samples: Agreement and Plan of Merger (Commodore Environmental Services Inc /De/)
Consents and Approvals; No Violations. Except None of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other transaction contemplated hereby or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (d) contravene, conflict with or result in any violation or breach of any provision of the certificate of formation or operating agreement (or similar governing documents) of Parent or the certificate of formation or operating agreement of Merger Sub, (e) require any filing by Parent or Merger Sub with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Authority (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the Applicable Laws of states in which Parent or Merger Sub are qualified to do business, (iii) filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign other Required Governmental Entities and the filing and recordation Approvals set forth on Section 5.03 of the Certificate of Merger Parent Disclosure Schedule and (iv) such filings with the SEC as may be required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery to be made by Parent or Acquisition of Merger Sub in connection with this Agreement and the Merger), (c) require any consent or the consummation other action by Parent or Acquisition of the transactions contemplated hereby. Neither the executionany Person, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or bylaws of Parent or Acquisition; (ii) result in a modification, violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, material contract, agreement commitment or other instrument arrangement (whether written or obligation oral) to which Parent or Acquisition or any of Parent’s other subsidiaries Merger Sub is a party party, or by which any of them they or any of their respective properties or assets may be bound; bound or affected, or (iiid) violate any order, writ, injunction, decree, law, statute, rule decree or regulation Applicable Law applicable to Parent, Acquisition Parent or any of Parent’s other subsidiaries Merger Sub or any of their respective properties or assetsassets; except in each of clauses (b), except(c) and (d) where (x) any failure to obtain such permits, in the case of the foregoing clause authorizations, consents or approvals, (iiy) any failure to make such filings or (iii)z) any such modifications, for violations, rights, breaches or defaults thathave not had and would not reasonably be expected to have, individually or in the aggregate, would not have a Parent Material Adverse Effect on ParentEffect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fiesta Restaurant Group, Inc.)
Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the LIFEPLAN Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations Act, the rules of foreign Governmental Entities the NASD, and the filing and recordation of the Merger Certificate of Merger as required by the DGCLNGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition LIFEPLAN of this Agreement or the consummation by Parent or Acquisition LIFEPLAN of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on LIFEPLAN. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition LIFEPLAN nor the consummation by Parent or Acquisition LIFEPLAN of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or bylaws Bylaws (or similar governing documents) of Parent LIFEPLAN or Acquisition; any of LIFEPLAN's subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition LIFEPLAN or any of Parent’s other LIFEPLAN's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition LIFEPLAN or any of Parent’s other LIFEPLAN's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), ) for violations, breaches or defaults that, individually or in the aggregate, which would not have a Material Adverse Effect on ParentLIFEPLAN.
Appears in 1 contract
Consents and Approvals; No Violations. Except as ------------------------------------- set forth in Section 4.5 of the Parent Disclosure Schedule, and except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Exchange Act, the Exchange HSR Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification foreign antitrust laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate articles of Merger merger as required by the DGCLNRS, no filing with or notice to, and no permit, permit authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Parent Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the respective Certificates Articles of Incorporation or bylaws Bylaws of Parent or Acquisition; Acquisition or any of Parent's other subsidiaries, (iib) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s 's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound and which contemplates a payment to or from Parent or Acquisition or any of Parent's other subsidiaries, or (iiic) to Parent's knowledge, violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s 's other subsidiaries or any of their respective properties or assets, assets except, in the case of the foregoing clause (iib) or (iiic), for violations, breaches or defaults that, individually or in the aggregate, which would not have a Parent Material Adverse Effect on ParentEffect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Herbalife International Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and Act, the filing and recordation of the Certificate of Merger as required by the DGCLDGCL and as otherwise set forth in Section 4.6 of the AGT Disclosure Schedule, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent AGT or Acquisition of this Agreement or the consummation by Parent AGT or Acquisition of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have or constitute a Material Adverse Effect on AGT. Neither Except as set forth in Section 4.6 of the AGT Disclosure Schedule, neither the execution, delivery and performance of this Agreement by Parent AGT or Acquisition nor the consummation by Parent AGT or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates certificate or articles of Incorporation incorporation or bylaws (or similar governing documents) of Parent AGT or Acquisition; Acquisition or any of AGT's subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent AGT or Acquisition or any of Parent’s other AGT's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, AGT or Acquisition or any of Parent’s other AGT's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), for violations, breaches or defaults that, individually or in the aggregate, which would not have or constitute a Material Adverse Effect on ParentAGT.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Applied Graphics Technologies Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements Subject to the filing of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the ------------------------------------- Certificate of Merger as required by with the DGCLSecretary of State of the State of Delaware and compliance with applicable federal and state securities laws, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or and the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will not: (i) violate or conflict with or result in any breach of any provision provisions of the respective Certificates Certificate of Incorporation or bylaws By-Laws of the Parent or Acquisition; (ii) result in a violation or breach of breach, violate or constitute an event of default (or an event which with or without due notice or the lapse of time or boththe giving of notice or both would constitute an event of default) a default (or under, give rise to any right of termination, amendmentcancellation, cancellation modification or acceleration under, or Lien) under require any consent or the giving of the termsany notice under, conditions or provisions of any note, bond, indenture, mortgage, indenturesecurity agreement, lease, license, contractfranchise, permit, agreement or other instrument or obligation to which the Parent or Acquisition or any of Parent’s other subsidiaries is a party party, or by which any of them or any of their respective properties or assets may be bound, or result in the creation of any lien, claim or encumbrance of any kind whatsoever upon the properties or assets of the Parent or Acquisition pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Lycos Material Adverse Effect; or (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunctioninjunction or decree or other instrument of any Federal, decreestate, lawlocal or foreign court or governmental or regulatory body, statute, rule agency or regulation authority applicable to Parent, the Parent or Acquisition or any of Parent’s other subsidiaries or by which any of their respective properties or assetsassets may be bound, except, in the case of the foregoing clause (ii) except for such violations or (iii), for violations, breaches or defaults that, individually or in the aggregate, conflicts which would not have a Lycos Material Adverse Effect Effect; or (iv) require, on Parentthe part of the Parent or Acquisition, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Lycos Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the PAVO Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations Act, the rules of foreign Governmental Entities the NASD, and the filing and recordation of the Merger Certificate of Merger as required by the DGCLNGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition PAVO of this Agreement or the consummation by Parent or Acquisition PAVO of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on PAVO. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition PAVO nor the consummation by Parent or Acquisition PAVO of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates Articles of Incorporation or bylaws Bylaws (or similar governing documents) of Parent PAVO or Acquisition; any of PAVO's subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition PAVO or any of Parent’s other PAVO's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition PAVO or any of Parent’s other PAVO's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), ) for violations, breaches or defaults that, individually or in the aggregate, which would not have a Material Adverse Effect on ParentPAVO.
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Merger (Pavo Royal, Inc.)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents Assuming the truth and approvals as may be required under and other applicable requirements accuracy of the Securities ActCompany's representations and warranties contained in Section 3.4, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and except for the filing and recordation of the Certificate of Merger as required by with the DGCLDepartment of State of the State of New York, and any filings or notices under the NRS, Securities Act or Securities Exchange Act, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition Merger Sub of this Agreement or the consummation by Parent or Acquisition Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on the ability of Parent or Merger Sub to consummate the Merger. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition Merger Sub nor the consummation by Parent or Acquisition Merger Sub of the transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the respective Certificates Articles of Incorporation or bylaws Bylaws (or similar governing documents) of Parent or Acquisition; Merger Sub, (iib) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of terminationDefault under, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries Merger Sub is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iiic) violate any order, writ, injunction, decree, law, statute, rule decree or regulation Law applicable to Parent, Acquisition Parent or Merger Sub or any of Parent’s other 's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (iib) or (iii), c) for violations, breaches or defaults that, individually or in the aggregate, Defaults which would not have a Material Adverse Effect on Parentthe ability of Parent or Merger Sub to consummate the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chartwell International, Inc.)
Consents and Approvals; No Violations. Except for filings, ------------------------------------- permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” lawssky Laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and Act, the filing and recordation acceptance for record of the Certificate of Merger as required by the DGCL, and such other filings, permits, authorizations, consents and approvals which, if not obtained or made, are not reasonably expected to have a Material Adverse Effect on Parent and its subsidiaries taken as a whole, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition Merger Sub of this Agreement or the Option Agreement or the consummation by Parent or Acquisition Merger Sub of the transactions contemplated herebyhereby or thereby. Neither the The execution, delivery delivery, and performance of this Agreement and the Option Agreement by Parent or Acquisition nor Merger Sub and the consummation by Parent or Acquisition Merger Sub of the transactions contemplated hereby and thereby will (i) conflict with or not result in any breach of any provision of the respective Certificates of Incorporation or bylaws of Parent or Acquisition; (ii) result in a violation or breach of or conflict with, constitute a default under (with or without due notice or lapse of time or both) a default (), require any consent, waiver or give rise to notice under any term of, or result in the reduction or loss of any benefit or the creation or acceleration of any right or obligation under, (i) the respective certificate of terminationincorporation or bylaws of Parent or Merger Sub, amendment(ii) any agreement, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, lease, license, contract, agreement permit or other instrument obligation or obligation right to which Parent or Acquisition or any of Parent’s other subsidiaries Merger Sub is a party or by which any of them or any of their respective assets or properties or assets may be is bound; , or (iii) violate any orderLaw, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition or any of Parent’s other subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), for violations, breaches or defaults that) where any of the foregoing is not reasonably expected to have, individually or in the aggregate, would not have a Material Adverse Effect on ParentParent and its subsidiaries taken as a whole.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Texas Instruments Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents consents, and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” lawssky Laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and Act, the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent consent, or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition Merger Sub of this Agreement or the consummation by Parent or Acquisition Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings or give such notice do not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Neither the execution, delivery delivery, and performance of this Agreement by Parent or Acquisition Merger Sub nor the consummation by Parent or Acquisition Merger Sub of the transactions contemplated hereby will result in any violation of or conflicts with, constitute a default under, require any consent, waiver or notice under any term of, or result in the reduction or loss of any benefit or the creation or acceleration of any right or obligation under, (i) conflict with or result in any breach of any provision of the respective Certificates certificate of Incorporation incorporation or bylaws of Parent or Acquisition; Merger Sub, (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions conditions, or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries Merger Sub is a party or by which any of them or any of their respective assets or properties or assets may be bound; , or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation Law applicable to Parent, Acquisition Parent or any of Parent’s other subsidiaries Merger Sub or any of their respective properties assets or assetsproperties, except, except in the case of the foregoing clause (ii) or (iii), ) for violations, breaches or defaults thatwhich do not or would not reasonably be expected to have, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Texas Instruments Inc)
Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the CAFT Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations Act, the rules of foreign Governmental Entities the NASD, and the filing and recordation of the Merger Certificate of Merger as required by the DGCLNGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition CAFT of this Agreement or the consummation by Parent or Acquisition CAFT of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on CAFT. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition CAFT nor the consummation by Parent or Acquisition CAFT of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates Articles of Incorporation or bylaws Bylaws (or similar governing documents) of Parent CAFT or Acquisition; any of CAFT's subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition CAFT or any of Parent’s other CAFT's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition CAFT or any of Parent’s other CAFT's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), ) for violations, breaches or defaults that, individually or in the aggregate, which would not have a Material Adverse Effect on ParentCAFT.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Central America Fuel Technology Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or No notice to, and no permitfiling with, or authorization, consent or approval of any Governmental Entity is necessary for the execution and execution, delivery by Parent or Acquisition performance of this Agreement by Parent or the consummation by Parent or Acquisition of the transactions contemplated herebyhereby and thereby, except for (i) the filing with the SEC of a proxy statement/prospectus in definitive form relating to the meeting of Parent’s stockholders to be held in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement, (ii) those set forth on Section 2.01(e) of the Parent Disclosure Schedules, (iii) the filing of the Prospectus Supplement, and (iv) those the failure of which to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (iA) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or bylaws of Parent or Acquisition; Parent’s Governing Documents, (iiB) result in a violation or breach of of, cause acceleration, allow a party to modify or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendmentcancellation, cancellation or acceleration or Lienmodification, or right of first refusal, right of first offer or similar right) or any increased cost or loss of benefit to Parent or increased benefit to another party thereto under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries is a party or by which any of them its properties or assets may be bound, (C) violate any Law of any Governmental Entity applicable to Parent or any of Parent’s Subsidiaries or any of their respective properties or assets may be bound; or (iiiD) violate result in the creation of any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition or Lien upon any of Parent’s other subsidiaries or any the assets of their respective properties or assets, except, Parent which in the case of the foregoing clause any of clauses (iiB) or through (iii), for violations, breaches or defaults thatD) above, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect on Parentor prevent or materially delay Parent from performing its obligations under this Agreement or taking any action necessary to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Investor Financing Agreement (Biocryst Pharmaceuticals Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act Act, and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no material filing with or notice to, and no material permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of 34 44 the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or bylaws (or similar governing documents) of Parent or Acquisition; , (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s 's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; are bound or (iii) violate any material order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s 's other subsidiaries or any of their respective properties or assets, except, in the case of the foregoing clause (ii) or (iii), for violations, breaches or defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
Appears in 1 contract
Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the EZJR Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations Act, the rules of foreign Governmental Entities the NASD, and the filing and recordation of the Merger Certificate of Merger as required by the DGCLNGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition 13 <PAGE> EZJR of this Agreement or the consummation by Parent or Acquisition EZJR of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on EZJR. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition EZJR nor the consummation by Parent or Acquisition EZJR of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates Articles of Incorporation or bylaws Bylaws (or similar governing documents) of Parent EZJR or Acquisition; any of EZJR's subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition EZJR or any of Parent’s other EZJR's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition EZJR or any of Parent’s other EZJR's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), ) for violations, breaches or defaults that, individually or in the aggregate, which would not have a Material Adverse Effect on ParentEZJR. Section 3.7.
Appears in 1 contract
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no No filing with or ------------------------------------- notice to, and no permit, authorization, registration, consent or approval of of, any Governmental Entity is necessary required on the part of Parent or Purchaser for the execution execution, delivery and delivery performance by Parent or Acquisition and Purchaser of this Agreement or the consummation by Parent or Acquisition and Purchaser of the transactions contemplated hereby, except (i) pursuant to the applicable requirements of the Securities Act and the Exchange Act, (ii) the acceptance for record of the Articles of Merger pursuant to the MGCL, (iii) to comply with state securities or "blue-sky" Laws, (iv) as required to be made with the New York Stock Exchange and other applicable self-regulatory organizations, or (v) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not reasonably be expected to have a Parent Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by each of Parent or Acquisition and Purchaser nor the consummation by each of Parent or Acquisition and Purchaser of the transactions contemplated hereby will (iA) conflict with or result in any breach breach, violation or infringement of any provision of the respective Certificates of Incorporation charter or bylaws (or similar governing documents) of Parent Parent, Purchaser or Acquisition; any of their respective Subsidiaries, (iiB) result in a breach, violation or breach of infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien or any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Contract to which Parent or Acquisition Parent, Purchaser or any of Parent’s other subsidiaries their respective Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iiiC) violate any order, writ, injunction, decree, law, statute, rule or regulation Law applicable to Parent, Acquisition Purchaser or any of Parent’s other subsidiaries their respective Subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause clauses (iiB) or (iii)C) for breaches, for violations, breaches infringements or defaults thatwhich could not, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect on ParentEffect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Security Capital Group Inc/)
Consents and Approvals; No Violations. (a) Except for filings, permits, authorizations, consents as set forth in Section 4.5(a) of the Parent Disclosure Schedule and approvals except as may be required under result from any facts or circumstances relating solely to any of Company, Company LP or Company Subsidiaries, and assuming that all filings and notifications set forth in Section 4.5(b) of the Parent Disclosure Schedule have been made and all consents, approvals and authorizations and other applicable requirements actions set forth in Section 4.5(c) of the Securities ActParent Disclosure Schedule have been obtained, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of Parent, Parent LP and Merger Sub does not, and the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither by this Agreement to which Parent, Parent LP and Merger Sub is a party and compliance by Parent, Parent LP and Merger Sub with the execution, delivery and performance provisions of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) not, conflict with with, or result in any breach of any provision of the respective Certificates of Incorporation violation of, or bylaws of Parent or Acquisition; (ii) result in a violation or breach of or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, amendment, cancellation or acceleration of any material obligation or Liento material loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Parent, Parent LP, Merger Sub or any Parent Subsidiary under (i) under the Parent Organizational Documents, the Parent LP Organizational Documents or the comparable charter or organizational documents or partnership, operating, or similar agreement (as the case may be) of any Parent Subsidiary, each as amended or supplemented, (ii) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, indenture or loan or credit agreement or any other agreement, contract or instrument or obligation to which Parent, Parent LP or Acquisition Merger Sub is bound which would constitute a breach or default of such indenture or loan or credit agreement or any of Parent’s other subsidiaries is a party agreement, contract or by which any of them or any of their respective properties or assets may be bound; instrument, or (iii) violate any law, order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition Parent LP, Merger Sub or any of Parent’s other subsidiaries Parent Subsidiary or any of their respective properties or assets, exceptother than, in the case of the foregoing clause clauses (ii) or (iii), for any such conflicts, violations, breaches defaults, rights, cancellation or defaults thatacceleration, individually loss or in the aggregate, Encumbrances that would not reasonably be expected to have a Parent Material Adverse Effect on ParentEffect.
Appears in 1 contract
Consents and Approvals; No Violations. Except for filings, ------------------------------------- permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, the California Securities Law and other state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities Act, and the filing and recordation of the Certificate of Merger as required provided by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on Parent. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the respective Certificates certificates of Incorporation incorporation or bylaws (or similar governing documents) of Parent or Acquisition; , (iib) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or cancellation, acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iiic) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s other subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (iib) or (iii), c) for violations, breaches or defaults that, individually or in the aggregate, which would not have a Material Adverse Effect on Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cuc International Inc /De/)
Consents and Approvals; No Violations. Except None of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any of the other Transactions or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws (or similar governing documents) of Parent or the certificate of incorporation and bylaws of Merger Sub, (b) require any filing by Parent or Merger Sub with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Authority (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL in connection with the Merger, (iii) filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any other Required Governmental Approvals, (iv) such filings under similar merger notification laws or regulations of foreign Governmental Entities and with the filing and recordation of the Certificate of Merger SEC as may be required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery to be made by Parent or Acquisition of Merger Sub in connection with this Agreement or and the consummation by Parent or Acquisition Merger, (v) such filings as may be required under the rules and regulations of the transactions contemplated hereby. Neither the execution, delivery and performance of Nasdaq in connection with this Agreement by Parent or Acquisition nor and the consummation by Parent or Acquisition of Merger, (vi) such filings as may be required under the transactions contemplated hereby will Investment Canada Act), (ic) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or bylaws of Parent or Acquisition; (ii) automatically result in a modification, violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement commitment or other instrument arrangement (whether written or obligation oral) to which Parent or Acquisition Parent, Merger Sub or any other Subsidiary of Parent’s other subsidiaries Parent is a party party, or by which any of them they or any of their respective properties or assets may be bound; bound or affected, or (iiid) violate any order, writ, injunction, decree, law, statute, rule Order or regulation Applicable Law applicable to Parent, Acquisition Parent or any of Parent’s other subsidiaries Merger Sub or any of their respective properties or assets; except in each of clauses (b), except, in the case of the foregoing clause (iic) or (iii)d) where (A) any failure to obtain such permits, for authorizations, consents or approvals, (B) any failure to make such filings or (C) any such modifications, violations, rights, breaches or defaults thathave not had, individually or in the aggregate, would not have a Parent Material Adverse Effect on ParentEffect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (AdTheorent Holding Company, Inc.)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents Assuming the truth and approvals as may be required under and other applicable requirements accuracy of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act representations and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCLwarranties contained in Section 3.5, no filing with or notice material notices to, and no permitfilings with, or authorization, consent or approval of any Governmental Entity is necessary for the execution and execution, delivery or performance by Parent or Acquisition Merger Sub of this Agreement or the Ancillary Documents to which each of Parent and Merger Sub is a party or the consummation by each of Parent or Acquisition and Merger Sub of the transactions contemplated herebyhereby or thereby, except for (i) compliance with and filings under the HSR Act, and (ii) those set forth on Schedule 4.3. Neither the execution, delivery and or performance by Parent or Merger Sub of this Agreement by and the Ancillary Documents to which each of Parent or Acquisition and Merger Sub is a party nor the consummation by Parent or Acquisition Merger Sub of the transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the respective Certificates of Incorporation Parent’s or bylaws of Parent or Acquisition; Merger Sub’s Governing Documents, as applicable, (iib) except as set forth on Schedule 4.3, result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries Merger Sub is a party or by which any of them Parent, Merger Sub or any of their respective properties or assets may be bound; , or (iiic) violate any order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Entity applicable to Parent, Acquisition or Merger Sub, any of Parent’s other subsidiaries Subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause clauses (iib) or and (iii)c) above, for violations, breaches or defaults that, individually or in the aggregate, violations which would not have a Material Adverse Effect on Parentprevent or materially delay the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Fat Brands, Inc)
Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the JCG Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations Act, the rules of foreign Governmental Entities the NASD, and the filing and recordation of the Merger Certificate of Merger as required by the DGCLNGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition JCG of this Agreement or the consummation by Parent or Acquisition JCG of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on JCG. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition JCG nor the consummation by Parent or Acquisition JCG of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates Articles of Incorporation or bylaws Bylaws (or similar governing documents) of Parent JCG or Acquisition; any of JCG's subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition JCG or any of Parent’s other JCG's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition JCG or any of Parent’s other JCG's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), ) for violations, breaches or defaults that, individually or in the aggregate, which would not have a Material Adverse Effect on ParentJCG.
Appears in 1 contract
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act Act, and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no material filing with or notice to, and no material permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or bylaws (or similar governing documents) of Parent or Acquisition; , (ii) result in a violation or breach of or constitute (with or without due 22 28 notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s 's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; are bound or (iii) violate any material order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s 's other subsidiaries or any of their respective properties or assets, except, in the case of the foregoing clause (ii) or (iii), for violations, breaches or defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. Section 3.7.
Appears in 1 contract
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other the applicable requirements of the Securities Act, the Exchange Actstate or foreign laws relating to takeovers, if applicable, state securities or “blue sky” sky laws, the HSR Act state and any filings under similar merger notification local laws or and regulations of foreign Governmental Entities relating to licensing and the filing and recordation of the Certificate of Merger Documents as required by the DGCL, no filing with or notice towith, and no permit, authorization, consent or approval of of, any Governmental Entity government entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Merger Agreement by Parent DGLP and Acquisition Sub or the Merger. Neither the execution, delivery nor performance of this Merger Agreement by DGLP and Acquisition Sub, nor the consummation by Parent or DGLP and Acquisition Sub of the transactions contemplated hereby Merger, nor compliance by DGLP and Acquisition Sub with any of the provisions hereof, will (ia) conflict with or result in any breach of any provision provisions of the respective Certificates Certificate of Incorporation or bylaws By-Laws of Parent DGLP or Acquisition; Acquisition Sub, (iib) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendmentcancellation, cancellation acceleration, vesting, payment, exercise, suspension or acceleration or Lienrevocation) under under, any of the terms, conditions or provisions of any note, bonddeed of trust, mortgage, indenture, leasesecurity interest, license, contract, agreement agreement, plan or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries DGLP is a party or by which any of them it or any of their respective its properties or assets may be bound; bound or affected, (iiic) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition DGLP or any of Parent’s other subsidiaries or any of their respective its properties or assets, except, in the case of the foregoing clause (ii) or (iii)d) cause the suspension or revocation of any registrations, licenses, permits and other consents or approvals of governmental agencies for violations, breaches breaches, defaults, terminations, cancellations, accelerations, suspensions or defaults that, revocations which would not individually or in the aggregate, would not aggregate have a Material Adverse Effect material adverse effect on Parentthe business of DGLP.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DigitalPost Interactive, Inc.)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act Act, and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no material filing with or notice to, and no material permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or bylaws (or similar governing documents) of Parent or Acquisition; , (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s 's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; are bound or (iii) violate any material order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s 's other subsidiaries or any of their respective properties or assets, except, in the case of the foregoing clause (ii) or (iii), for violations, breaches or defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. Section 3.7.
Appears in 1 contract
Consents and Approvals; No Violations. Except for filingsAssuming (i) the filings required under the HSR Act are made and the waiting periods thereunder (if applicable) have been terminated or expired, permits, authorizations, consents (ii) the prior notification and approvals reporting requirements of other antitrust or competition Laws as may be required under applicable are satisfied and other any antitrust filings/notifications which must or may be effected in countries having jurisdiction are made and any waiting periods thereunder have been terminated or expired, (iii) the applicable requirements of the Securities ActExchange Act are met, (iv) the Exchange Act, requirements under any applicable foreign or state securities or “blue sky” laws, the HSR Act sky Laws are met and any filings under similar merger notification laws or regulations of foreign Governmental Entities and (v) the filing and recordation of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCLDGCL are made, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor and Purchaser and the consummation by Parent or Acquisition and Purchaser of the transactions contemplated hereby and the performance of each of Parent and Purchaser of its obligations hereunder do not and will not: (iA) violate or conflict with or result in any breach of any provision of the governing documents of Parent, Purchaser or any of their respective Certificates of Incorporation or bylaws of Parent or AcquisitionSubsidiaries; (iiB) violate or conflict with any Laws or Orders of any Governmental Authority or any Permit applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective properties or assets may be bound; (C) require any filing with, or permit, consent or approval of, or the giving of any notice to, any Governmental Authority; or (D) result in a violation or breach of or of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any Lien upon any of the properties or assets of Parent, Purchaser or any of their respective Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or Lien) under increase of any obligation or a loss of a benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Contracts to which Parent or Acquisition or any of Parent’s other subsidiaries is a party or by which any of them , Purchaser or any of their respective Subsidiaries is a party, or by which any such Person or any of its properties or assets may be are bound; or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition or any of Parent’s other subsidiaries or any of their respective properties or assets, except, in the case of the foregoing clause (ii) or (iii), for violations, breaches or defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Penske Truck Leasing Co Lp)
Consents and Approvals; No Violations. Except for filingsas set forth on Schedule 5.4, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither neither the execution, delivery and performance of this Agreement Agreement, the Indenture, the Debentures, the Guaranty, the Declaration of Trust, or the Preferred Securities by Parent Parent, Trust or Acquisition Sub, as the case may be, nor the consummation by Parent Parent, Trust or Acquisition Sub of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision provisions of (x) the respective Certificates Certificate of Incorporation or bylaws By-Laws of Parent or Acquisition; of Sub, (y) the Certificate of Trust or Declaration of Trust of the Trust, or (z) the organizational documents of the Parent Subsidiaries, (ii) require a filing with, or a permit, authorization, consent or approval of, any Governmental Entity except in connection with or in order to comply with the applicable provisions of the HSR Act, the filing of the Registration Statement/Proxy Statement-Prospectus under the Securities Act, the Exchange Act and the Indenture Act, filings or approvals required under state or foreign laws relating to takeovers, if applicable, state securities or "blue sky" laws, the By-Laws of the NASD, and the filing and recordation of a Certificate of Merger as required by the DGCL, (iii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration acceleration) under, or Lien) under result in the creation of a Lien on any property or asset of Parent or any of its Subsidiaries pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation material Contract to which Parent Parent, Sub or Acquisition Trust or any other Subsidiary of Parent’s other subsidiaries Parent is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iiiiv) violate any law, order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Entity applicable to Parent, Acquisition Sub, Trust or any other Subsidiary of Parent’s other subsidiaries Parent or any of their respective properties or assets, except, in the case of the foregoing clause clauses (ii) or ), (iii) and (iv), for where the failure to make such filing or obtain such authorization, consent or approval would not have, or where such violations, breaches or defaults that, individually or in the aggregate, Liens would not have have, in any such case, a Parent Material Adverse Effect on ParentEffect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Healthplan Services Corp)
Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the SIMBA Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations Act, the rules of foreign Governmental Entities the NASD, and the filing and recordation of the Merger Certificate of Merger as required by the DGCLCGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition SIMBA of this Agreement or the consummation by Parent or Acquisition SIMBA of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on SIMBA. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition SIMBA nor the consummation by Parent or Acquisition SIMBA of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates Articles of Incorporation or bylaws Bylaws (or similar governing documents) of Parent SIMBA or Acquisition; any of SIMBA's subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition SIMBA or any of Parent’s other SIMBA's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition SIMBA or any of Parent’s other SIMBA's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), ) for violations, breaches or defaults that, individually or in the aggregate, which would not have a Material Adverse Effect on ParentSIMBA.
Appears in 1 contract
Consents and Approvals; No Violations. Except for filings(a) filings under Section 2.3, permits, authorizations, consents and approvals as may be required (b) filings under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger the Competition Act and (c) notification laws or regulations of foreign Governmental Entities and the filing and recordation pursuant to Part III of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or Investment Canada Act following the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither Mergers, the execution, delivery and performance by Parent and the Merger Subs of this Agreement by Parent or Acquisition nor and the consummation by Parent or Acquisition of the transactions contemplated hereby will not (i) violate any Law applicable to Parent or any of its Subsidiaries or by which any of their respective properties or assets are bound or affected; (ii) require any notification to or filing or registration by Parent or any of its Subsidiaries with, or consent or approval with respect to Parent or any of its Subsidiaries of, or other action by, any Governmental Authority; (iii) violate or conflict with or result in any breach of any provision of the respective Certificates of Incorporation or bylaws Organizational Documents of Parent or AcquisitionParent’s Subsidiaries; (iiiv) result in a violation or breach require any consent of or other action by any Person under, constitute (a default or an event that, with or without due notice or lapse of time or both) , would constitute a default (under, or give rise to cause or permit termination, cancelation, acceleration or other change of any right of termination, amendment, cancellation or acceleration obligation or Lien) under any of the terms, conditions or provisions loss of any notebenefit under, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation any provision of any material contract to which Parent or Acquisition or any of Parent’s other subsidiaries a Merger Sub is a party or by which any of them Parent or a Merger Sub or any of their respective assets or properties is bound or any Permit affecting the assets or business of Parent or a Merger Sub; or (v) result in the creation or imposition of any Lien other than Parent Permitted Liens on any properties or assets may be bound; or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition of Parent or any of Parent’s other subsidiaries or any of their respective properties or assetsits Subsidiaries, except, in the case of the foregoing clause clauses (ii) or i), (iii), for violations(iv) and (v) where any such violation, breaches conflict, breach or defaults that, individually or in the aggregate, default would not be reasonably expected to have a Parent Material Adverse Effect or a material adverse effect on Parentthe ability of Parent or the Merger Subs to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Consents and Approvals; No Violations. Except Assuming the truth ------------------------------------- and accuracy of the Company's representations and warranties contained in Section 3.6, except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations applicable state health care laws, the filing and recordation of foreign Governmental Entities the Merger Agreement as required by the CGCL and the filing and recordation of the a Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the Merger Agreement or the consummation by Parent or Acquisition of the transactions contemplated herebyhereby or thereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on Parent or on the ability of Parent or Acquisition to consummate the Offer or the Merger. Neither the execution, delivery and performance of this Agreement or the Merger Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby or thereby will (i) conflict with or result in any breach of any provision of the respective Certificates certificate or articles of Incorporation incorporation or bylaws Bylaws (or similar governing documents) of Parent or Acquisition; Acquisition or any of Parent's subsidiaries, (iib) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other 's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iiic) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s other 's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (iib) or (iii), c) for violations, breaches or defaults that, individually or in the aggregate, which would not have a Material Adverse Effect on ParentParent or on the ability of Parent or Acquisition to consummate the Offer or the Merger.
Appears in 1 contract
Consents and Approvals; No Violations. Except for filings(a) filings pursuant to the HSR Act, permits, authorizations, consents and approvals as may be required under and other (b) applicable requirements of the Securities Act, under the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and (c) the filing and recordation of the Certificate Certificates of Merger Merger, (d) applicable requirements under corporation or blue sky laws of various states, (e) the Insurance Regulatory Approvals or (f) as required by the DGCLdescribed in this Agreement, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither neither the execution, delivery and or performance of this Agreement by Parent or Acquisition and the Purchaser nor the consummation by Parent or Acquisition and the Purchaser of the transactions contemplated hereby will (i) conflict with or result in any breach of violate any provision of the respective Certificates Articles of Incorporation or bylaws By-Laws of Parent or Acquisition; the Purchaser, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; or bound and which has been filed as an exhibit to the Parent SEC Documents (as defined in Section 4.4 hereof), (iii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition or any of Parent’s other subsidiaries its Subsidiaries or any of their respective properties or assets, exceptor (iv) require on the part of Parent or the Purchaser any filing or registration with, notification to, or authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (a Governmental Entity ); except in the case of the foregoing clause clauses (ii), (iii) or (iii), iv) for such violations, breaches or defaults thatwhich, individually or in filings, registrations, notifications, authorizations, consents or approvals the aggregatefailure of which to obtain, (A) would not have a Parent Material Adverse Effect on Parentand would not materially adversely affect the ability of Parent and the Purchaser to consummate the transactions contemplated by this Agreement, or (B) become applicable as a result of the business or activities in which the Company is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, the Company.
Appears in 1 contract
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the rules and regulations of Nasdaq, the HSR Act and Act, any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Agreement of Merger or the Certificate of Ownership as required by the CCC and the Certificate of Merger or the Certificate of Ownership and Merger as required by the DGCL, no material filing with or notice to, and no material permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or bylaws (or similar governing documents) of Parent or Acquisition; , (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s 's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; are bound or (iii) violate any material order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s 's other subsidiaries or any of their respective properties or assets, except, in the case of the foregoing clause (ii) or (iii), for violations, breaches or defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
Appears in 1 contract
Consents and Approvals; No Violations. Except for filingsfor: (a) filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, permitsas amended (xxx "XXX Xxx"), authorizations, consents and approvals as may be required under and other applicable requirements xnd (b) matters specifically described in Section 2.5 of the Securities ActDisclosure Schedule, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither neither the execution, delivery and or performance of this Agreement by Seller or Parent or Acquisition nor the consummation by Seller or Parent or Acquisition of the transactions contemplated hereby will require on the part of Seller, Parent or Pyramid any filing or registration with, notification to, or authorization, consent or approval of, any court, legislative, executive or regulatory authority or government agency (a "Governmental Entity"); except for such filings, registrations, notifications, authorizations, consents or approvals (other than under applicable insurance laws) the failure of which to obtain could not reasonably be expected to have, individually or in the aggregate, a Pyramid Material Adverse Effect and would not materially adversely affect the ability of Seller or Parent to perform their respective obligations under this Agreement. Except as disclosed in Section 2.5 of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement by Seller or Parent nor the consummation by Seller or Parent of the transactions contemplated hereby will: (i) conflict with or result in any breach of violate any provision of the respective Certificates charter or by-laws of Incorporation or bylaws of Seller, Parent or Acquisition; Pyramid, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Seller, Parent or Acquisition or any of Parent’s other subsidiaries Pyramid is a party or by which any of them or any of their respective properties or assets may be bound; , or (iii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to ParentSeller, Acquisition Parent or any of Parent’s other subsidiaries Pyramid or any of their respective properties or assets, exceptexcept in each case for such violations, in the case of the foregoing clause breaches or defaults under clauses (ii) or (iii), for violations, breaches or defaults that) as could not reasonably be expected to have, individually or in the aggregate, would not have a Pyramid Material Adverse Effect on Parentor materially adversely affect the ability of Seller or Parent to perform their respective obligations under this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Universal American Financial Corp)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the The execution and delivery by Parent or Acquisition of this Agreement or and the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will not: (i) violate or conflict with or result in any breach of any provision provisions of the respective Certificates certificate of Incorporation formation or bylaws operating agreement of Parent or Acquisitionthe Buyer; (ii) result in a violation or breach of breach, violate or constitute an event of default (or an event which with or without due notice or the lapse of time or boththe giving of notice or both would constitute an event of default) a default (or under, give rise to any right of termination, amendmentcancellation, cancellation modification or acceleration under, or Lien) under require any consent or the giving of the termsany notice under, conditions or provisions of any note, bond, indenture, mortgage, indenturesecurity agreement, lease, license, contractfranchise, permit, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries the Buyer is a party party, or by which it or its properties or assets may be bound, or result in the creation of any Lien, claim or encumbrance of them any kind whatsoever upon the properties or assets of the Buyer pursuant to the terms of any such instrument or obligation, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a Buyer Material Adverse Effect; (iii) violate or conflict with any Law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction or decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Buyer or by which any of their respective properties or assets may be bound; , except for such violations or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition or any of Parent’s other subsidiaries or any of their respective properties or assets, except, in the case of the foregoing clause (ii) or (iii), for violations, breaches or defaults that, individually or in the aggregate, conflicts which would not have a Buyer Material Adverse Effect Effect; or (iv) require, on Parentthe part of the Buyer, any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority other than any filing, registration, permit, license, exemption, consent, authorization, approval or notice which if not obtained or made would not have a Buyer Material Adverse Effect.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Revolution Lighting Technologies, Inc.)
Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the ECZ Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations Act, the rules of foreign Governmental Entities the NASD, and the filing and recordation of the Merger Certificate of Merger as required by the DGCLNGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition ECZ of this Agreement or the consummation by Parent or Acquisition ECZ of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on ECZ. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition ECZ nor the consummation by Parent or Acquisition ECZ of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates Articles of Incorporation or bylaws Bylaws (or similar governing documents) of Parent ECZ or Acquisition; any of ECZ's subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition ECZ or any of Parent’s other ECZ's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition ECZ or any of Parent’s other ECZ's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), ) for violations, breaches or defaults that, individually or in the aggregate, which would not have a Material Adverse Effect on ParentECZ.
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Merger (ECZ, Inc.)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” lawssky Laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate certificates of Merger merger as required by the DGCLDGCL and as otherwise set forth in Section 4.8 to the Parent Disclosure Schedule (the "Parent Required Approvals"), no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition the Merger Subsidiary of this Agreement or the consummation by Parent or Acquisition the Merger Subsidiary of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice do not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition the Merger Subsidiary nor the consummation by Parent or Acquisition the Merger Subsidiary of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates articles of Incorporation incorporation or bylaws (or similar governing documents) of Parent or Acquisition; the Merger Subsidiary or any of Parent's subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition the Merger Subsidiary or any of Parent’s other 's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound (collectively, the "Parent and Merger Subsidiary Agreements") or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation Law applicable to Parent, Acquisition Parent or the Merger Subsidiary or any of Parent’s other 's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), ) for violations, breaches or defaults thatwhich do not or would not reasonably be expected to have, individually or in the aggregate, would not have a Material Adverse Effect on Parent. Section 4.8 of the Parent Disclosure Schedule sets forth a list of all material third party consents and approvals required to be obtained under the Parent and Merger Subsidiary Agreements prior to the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Idm Environmental Corp)
Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the CRAZYGRAZER Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations Act, the rules of foreign Governmental Entities the NASD, and the filing and recordation of the Merger Certificate of Merger as required by the DGCLNGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition CRAZYGRAZER of this Agreement or the consummation by Parent or Acquisition CRAZYGRAZER of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on CRAZYGRAZER. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition CRAZYGRAZER nor the consummation by Parent or Acquisition CRAZYGRAZER of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates Articles of Incorporation Organization or bylaws Operating Agreement (or similar governing documents) of Parent CRAZYGRAZER or Acquisition; any of CRAZYGRAZER's subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition CRAZYGRAZER or any of Parent’s other CRAZYGRAZER's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition CRAZYGRAZER or any of Parent’s other CRAZYGRAZER's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), ) for violations, breaches or defaults that, individually or in the aggregate, which would not have a Material Adverse Effect on ParentCRAZYGRAZER.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Left Right Marketing Technology Inc)
Consents and Approvals; No Violations. Except Assuming the truth and accuracy of the Company's representations and warranties contained in Section 3.6, except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” sky laws, the HSR Act and any filings under similar merger notification laws or regulations applicable state health care laws, the filing and recordation of foreign Governmental Entities the Merger Agreement as required by the CGCL and the filing and recordation of the a Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the Merger Agreement or the consummation by Parent or Acquisition of the transactions contemplated herebyhereby or thereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on Parent or on the ability of Parent or Acquisition to consummate the Offer or the Merger. Neither the execution, delivery and performance of this Agreement or the Merger Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby or thereby will (i) conflict with or result in any breach of any provision of the respective Certificates certificate or articles of Incorporation incorporation or bylaws Bylaws (or similar governing documents) of Parent or Acquisition; Acquisition or any of Parent's subsidiaries, (iib) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other 's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iiic) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of Parent’s other 's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (iib) or (iii), c) for violations, breaches or defaults that, individually or in the aggregate, which would not have a Material Adverse Effect on ParentParent or on the ability of Parent or Acquisition to consummate the Offer or the Merger.
Appears in 1 contract
Consents and Approvals; No Violations. Except No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, or compliance with any law, statute, ordinance, rule or regulation that conditions, restricts, prohibits or requires any notification or disclosure with respect to, or is triggered by, the transfer, sale, lease or closure of any property, is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Purchaser or the consummation by Parent and Purchaser of the Offer, the Merger or the other transactions contemplated hereby, except for (i) the filing of a premerger notification and report form by Parent under the HSR Act, (ii) the filing with the SEC by Parent and Purchaser of the Offer Documents and of such reports as may be required by the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger with the Filing Office and appropriate documents with the relevant authorities of states in which the Company is qualified to do business, (iv) any FERC Approvals and Local Approvals, all of which are set forth in Section 5.3 of the disclosure letter dated the date hereof from Parent to the Company (the "Parent Disclosure Letter"), (v) any applicable requirements of the London Stock Exchange and (vi) the filings, permitsapprovals, authorizationsorders, notices, registrations, declarations and consents and approvals as may be required under and other any applicable requirements of the Securities Act, the Exchange Act, state securities takeover or “blue sky” similar laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and or performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach Violations of any provision of the respective Certificates of Incorporation or bylaws of Parent or Acquisition; (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of (i) the respective certificates or articles of incorporation or by-laws or comparable organizational documents of Parent or Purchaser, (ii) any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Contract to which Parent or Acquisition or any of Parent’s other subsidiaries its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or affected or (iii) violate any judgment, order, writ, award, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition Parent or any of Parent’s other subsidiaries its Subsidiaries or any of their respective properties or assets, assets except, in the case of the foregoing clause (ii) or (iii), for violations, breaches Violations that are not reasonably likely to prevent the consummation of the Offer or defaults that, the Merger in any material respect or to impair the ability of Parent or Purchaser to perform its obligations under this Agreement and which individually or in the aggregate, would have not have had and are not reasonably likely to have, a Material Adverse Effect material adverse effect on Parentthe Parent and its Subsidiaries.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Newpower Holdings Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, permit authorization consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice, individually or in the aggregate, would not have a Material Adverse Effect on Parent. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or bylaws (or similar governing documents) of Parent or Acquisition; (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition or any of Parent’s other subsidiaries or any of their respective properties or assets, except, in the case of the foregoing clause (ii) or (iii), for violations, breaches breaches, defaults or defaults rights that, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (K2 Inc)
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or “blue sky” lawssky Laws, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and Act, the filing and recordation of the Certificate Articles of Merger as required by the DGCLNRS and as otherwise set forth in Section 4.6 to the Parent Disclosure Schedule, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition Merger Sub of this Agreement or the Stock Option Agreement or the consummation by Parent or Acquisition Merger Sub of the transactions contemplated herebyhereby or thereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice do not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Neither the execution, delivery and performance of this Agreement or the Stock Option Agreement by Parent or Acquisition Merger Sub nor the consummation by Parent or Acquisition Merger Sub of the transactions contemplated hereby or thereby will (i) conflict with or result in any breach of any provision of the respective Certificates articles of Incorporation incorporation or bylaws (or similar governing documents) of Parent or Acquisition; Merger Sub or any of Parent's subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition Merger Sub or any of Parent’s other 's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation Law applicable to Parent, Acquisition Parent or Merger Sub or any of Parent’s other 's subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (ii) or (iii), ) for violations, breaches or defaults thatwhich do not or would not reasonably be expected to have, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Comverse Technology Inc/Ny/)
Consents and Approvals; No Violations. Except for filings(a) filings pursuant to the HSR Act, permits(b) filings pursuant to any Foreign Antitrust Law, authorizations, consents and approvals as may be required under and other (c) applicable requirements of the Securities Act, under the Exchange Act, state securities (c) the filing of the Certificate of Merger, and (d) applicable requirements under corporation or “blue sky” lawslaws of various states, the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCLmatters specifically described in this Agreement, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated herebyhereby do not require any consent, approval, compliance exemption, authorization or other action by, or filing with any Governmental Entity, except for the filings or approvals which are not required prior to the consummation of the Merger or where the failure to take such action or make such filing would not have, individually or in the aggregate, a Parent Material Adverse Effect. Neither the execution, delivery and or performance of this Agreement by Parent or Acquisition Merger Sub nor the consummation by Parent or Acquisition Merger Sub of the transactions contemplated hereby will (i) conflict with or result in any breach of violate any provision of the certificate of incorporation or by-laws of Parent, Merger Sub or any of their respective Certificates of Incorporation or bylaws of Parent or Acquisition; Subsidiaries, (ii) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lienacceleration) under under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Parent or Acquisition or any of Parent’s other subsidiaries its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; or party, (iii) violate any material order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition Parent or any of Parent’s other subsidiaries its Subsidiaries or any of their respective properties or assets, exceptor (iv) except as specified in the immediately preceding sentence, require on the part of Parent or any of it Subsidiaries any material filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity; except in the case of the foregoing clause clauses (ii), (iii) or (iii), iv) for such violations, breaches or defaults thatwhich, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, would not have, individually or in the aggregate, would not have a Parent Material Adverse Effect on ParentEffect.
Appears in 1 contract
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents consents, and approvals as may be required under and other applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act Act, and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, permit authorization consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or the consummation by Parent or Acquisition of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Certificates Certificate or Certificate of Incorporation or bylaws of Parent or Acquisition; (ii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Parent, Acquisition or any of Parent’s other subsidiaries Parent Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Acquisition or any of Parent’s other subsidiaries Parent Subsidiary or any of their respective properties or assets, assets except, in the case of the foregoing clause (ii) or (iii), for violations, breaches or defaults thatthat would not, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
Appears in 1 contract
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents Assuming the truth and approvals as may be required under and other applicable requirements accuracy of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the HSR Act Company’s representations and any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCLwarranties contained in Section 3.2(c), no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity Authority is necessary for the execution and delivery by Parent or Acquisition Merger Sub of this Agreement or the consummation by Parent or Acquisition Merger Sub of the transactions contemplated hereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the requirements, if any, of U.S. Federal and state securities laws and NASDAQ and except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on the ability of Parent or Merger Sub to consummate the Merger. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition Merger Sub nor the consummation by Parent or Acquisition Merger Sub of the transactions contemplated hereby will (ia) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or bylaws Bylaws (or similar governing documents) of Parent or Acquisition; Merger Sub, (iib) result in a violation or breach of of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of terminationDefault under, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Acquisition or any of Parent’s other subsidiaries Merger Sub is a party or by which any of them or any of their respective properties or assets may be bound; bound or (iiic) violate any order, writ, injunction, decree, law, statute, rule decree or regulation Law applicable to Parent, Acquisition Parent or Merger Sub or any of Parent’s other subsidiaries or any of their respective properties or assets, except, except in the case of the foregoing clause (iib) or (iii), c) for violations, breaches or defaults that, individually or in the aggregate, Defaults which would not have a Material Adverse Effect on Parentthe ability of Parent or Merger Sub to consummate the Merger.
Appears in 1 contract
Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under and other applicable requirements None of the Securities Act, the Exchange Act, state securities execution or “blue sky” laws, the HSR Act and delivery of any filings under similar merger notification laws or regulations of foreign Governmental Entities and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent or approval of any Governmental Entity is necessary for the execution and delivery Transaction Documents by Parent or Acquisition Merger Sub, the performance by Parent or Merger Sub of this Agreement any of its obligations thereunder, or the consummation of any of the Contemplated Transactions by Parent or Acquisition of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Acquisition nor the consummation by Parent or Acquisition of the transactions contemplated hereby Merger Sub will (ia) conflict with or result in any breach of violate any provision of the respective Certificates of Incorporation organizational or bylaws governing documents of Parent or Acquisition; Merger Sub, (iib) require it to obtain or make any consent, waiver, approval, exemption, declaration, license, authorization or permit of, or registration or filing with or notification to, any Governmental Entity, except for such consents, waivers, approvals, exemptions, declarations, licenses, authorizations, permits, registrations, filings and notifications which are listed in Section 5.4 of the Parent Disclosure Schedule (the “Parent Consents”), (c) require a consent under, result in a material violation or material breach of or of, constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, amendmentcancellation, cancellation amendment or acceleration or Lienany obligation) under under, or result in the creation of any Encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation material Contract to which Parent or Acquisition or any of Parent’s other subsidiaries Merger Sub is a party or by which any of them Parent or Merger Sub or any of their respective properties or assets may be is bound; or , (iiid) violate any order, writ, injunction, decree, law, statute, rule or regulation Law of any Governmental Entity applicable to Parent, Acquisition Parent or any of Parent’s other subsidiaries Merger Sub or by which Parent or Merger Sub or any of their respective properties or assets, except, in the case of the foregoing clause (ii) assets is bound or (iiie) require Parent to obtain the approval of any holders of any of its capital stock by Law, Parent’s certificate of incorporation or bylaws or otherwise in order for Parent and Merger Sub to consummate the Merger, the Share Exchange and the Contemplated Transactions, except for the approval by the stockholders of Parent of an amendment to Parent’s certificate of incorporation to increase the number of authorized shares of Parent Common Stock (the “Parent Stockholder Approval Matter”), for violations, breaches or defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent.
Appears in 1 contract
