No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer and the Merger and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case of clauses (ii) and (iii), as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cardiogenesis Corp /CA), Agreement and Plan of Merger (Cryolife Inc), Agreement and Plan of Merger (Cardiogenesis Corp /CA)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company Pivotal does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Merger and the Merger other transactions contemplated hereby and compliance by the Company Pivotal with the Table of Contents provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company Pivotal or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Pivotal Charter or Company Pivotal Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the CompanyPivotal, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company Pivotal or any of its Subsidiaries is a party or by which the Company Pivotal or any of its Subsidiaries or any of their respective properties or assets may be bound or that is an EMC-Pivotal Customer Contract or (iii) subject to the governmental filings and other matters referred to in Section 4.5(bsection 3.5(b), any federal, state, local Law or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree any rule or other legally enforceable requirement (“Law”) regulation of the New York Stock Exchange applicable to the Company Pivotal or any of its Subsidiaries or by which the Company Pivotal or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case of clauses clause (ii) and (iii), as, as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectEffect or in the case of clause (iii), as individually or in the aggregate, would not be material to Pivotal and its Subsidiaries taken as a whole.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vmware, Inc.), Agreement and Plan of Merger (Dell Technologies Inc), Agreement and Plan of Merger (Dell Technologies Inc)
No Conflict; Consents and Approvals. (a) The Except as set forth in Section 4.5(a) of the Company Disclosure Letter, the execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Merger and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien pledge, claim, lien, charge, option, right of first refusal, encumbrance or security interest of any kind or nature whatsoever (including any limitation on voting, sale, transfer or other disposition or exercise of any other attribute of ownership) (collectively, “Liens”) in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any material bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as, as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Support Agreement (Graphite Bio, Inc.), Agreement and Plan of Merger (Ra Medical Systems, Inc.), Agreement and Plan of Merger (Novus Therapeutics, Inc.)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Merger and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate articles of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b3.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except except, in the case of clauses (ii) and (iii), as, as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectEffect on the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (SP Bancorp, Inc.)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Mergers and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien Encumbrance in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Senior Debt Indenture, the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b3.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case of clauses (ii) and (iii)) for any such conflicts, asviolations, breaches, defaults, failures to obtain consents or approvals, or other occurrences that are not and would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Patterson Uti Energy Inc), Agreement and Plan of Merger (Patterson Uti Energy Inc), Agreement and Plan of Merger (Pioneer Energy Services Corp)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does notCompany, and the consummation by the Company of the Transactions, do not and will not (i) conflict with or violate the Company Charter, the Company Regulations or the comparable organizational documents of any Material Company Subsidiary, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in contemplated by clauses (i) through (iv) of Section 4.5 of the Company Disclosure Letter 3.4(b) have been obtained and all filings and obligations notifications described in Section 4.5 of the Company Disclosure Letter such clauses have been made and any waiting periods thereunder related thereto have terminated or expired) the consummation of the Offer and the Merger and compliance by the Company with the provisions hereof will not, conflict withwith or violate any U.S. or non-U.S. federal, state or local law, statute, code, directive, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree (collectively, “Law”), in each case that is applicable to any Acquired Company or by which any of its assets or properties is subject or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, of payment or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Material Company Contract, (iv) result in any breach or violation of any Company Plan (including any award agreement thereunder) or (v) result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective material properties or assets may be bound or of any of the Acquired Companies (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be boundof any of the Parent Companies, except other than the Acquired Companies, following the Effective Time), other than, in the case of clauses (ii), (iii) and (iii)iv) above, asany such items that, individually or in the aggregate, has have not had had, and would not reasonably be expected to have have, a Company Material Adverse EffectEffect or materially impair the ability of the Company to perform its obligations hereunder or prevent or unreasonably delay the consummation of any of the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KEMPER Corp), Agreement and Plan of Merger (Infinity Property & Casualty Corp)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Merger and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation under, or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate articles of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, obligation, undertaking or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written arrangement (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound bound, or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b3.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of The Nasdaq Stock Market (“Nasdaq”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as, as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Southeastern Grocers, LLC), Agreement and Plan of Merger (Winn Dixie Stores Inc)
No Conflict; Consents and Approvals. (a) The Except as set forth in Section 3.5(a) of the Xxxxxx Disclosure Letter, the execution, delivery and performance of this Agreement by the Company Ryland does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Merger and the Merger other transactions contemplated hereby and compliance by the Company Xxxxxx with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company Xxxxxx or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Xxxxxx Charter or Company Ryland Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the CompanyRyland, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company Xxxxxx or any of its Subsidiaries is a party or by which the Company Xxxxxx or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b3.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of the NYSE applicable to the Company Xxxxxx or any of its Subsidiaries or by which the Company Xxxxxx or any of its Subsidiaries or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as, as individually or in the aggregate, has not had and would not reasonably be expected to have a Xxxxxx Material Adverse EffectEffect (provided, that clause (9) of the definition of Xxxxxx Material Adverse Effect shall be disregarded for purposes of this Section 3.5(a)).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ryland Group Inc), Agreement and Plan of Merger (Standard Pacific Corp /De/)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Merger and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”) Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b3.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of the New York Stock Exchange (the “NYSE”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as, as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectEffect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xylem Inc.), Agreement and Plan of Merger (Evoqua Water Technologies Corp.)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Merger and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries the Bank under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate articles of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the CompanyBank, (ii) any material bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral or written (each, including all amendments thereto, a “Contract”” (disregarding any materiality qualifier herein)) to which the Company or any of its Subsidiaries the Bank is a party or by which the Company or any of its Subsidiaries the Bank or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b3.5(b), any material federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company or any of its Subsidiaries the Bank or by which the Company or any of its Subsidiaries the Bank or any of their respective properties or assets may be bound, except in the case of clauses (ii) and (iii), as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (Green Bancorp, Inc.)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does notand the Partnership, and the consummation by the Company and the Partnership of the transactions contemplated hereby, do not and will not (i) subject to obtaining the Company Stockholder Approval, conflict with or violate the Company Charter, the Company Bylaws, the Certificate of Limited Partnership or the Partnership Agreement, as applicable, or the equivalent organizational documents of any of the other Company Subsidiaries, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in contemplated by clauses (i) through (xii) of Section 4.5 of the Company Disclosure Letter 3.4(b) have been obtained and all filings and obligations described in Section 4.5 of such clauses have been made, conflict with or violate any federal, state, territorial, provincial, municipal, regional, tribal, local or foreign law, statute or ordinance, common law, or any rule, regulation, judgment, Order, writ, injunction or decree (collectively, “Law”) applicable to the Company Disclosure Letter have been made and or any waiting periods thereunder have terminated Company Subsidiary, or expiredby which any of their respective properties or assets are bound or (iii) the consummation result in any breach or violation of, or constitute a default (or an event which with notice or lapse of the Offer and the Merger and compliance by the Company with the provisions hereof will not, conflict withtime or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or terminate or give rise to any right of termination (except pursuant to the Omnibus Termination Agreement), vesting (except as provided in Section 2.2), cancellation, amendment, notification, purchase or sale (including any purchase option, option to sell, right of first refusal, right of first offer, right of first negotiation or similar option or right) under, or acceleration of, or result in the creation of any Lien in or upon on any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person Company Subsidiary pursuant to, any provision of (i) the Company Charter or Company Bylawsnote, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guaranteearrangement, commitment, deed of trust, loan, contract, agreement, lease (whether for real or personal property), easement, license, leaseright of way, purchase or sale order permit or other contract, agreement instrument or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which the Company or any of its Subsidiaries Company Subsidiary or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be are bound, except except, in the case of clauses (ii) and (iii), asfor any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (InfraREIT, Inc.)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Simplicity does not and the Company does notexecution, delivery and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 performance of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) Bank Merger Agreement by Simplicity Bank, the consummation of the Offer Company Merger, the Bank Merger and the Merger other Transactions, and compliance by the Company Simplicity and its Subsidiaries with the provisions hereof and the provisions of the Bank Merger Agreement will not, conflict with, with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company Simplicity or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Simplicity Articles, the Simplicity Bylaws, the Simplicity Bank Articles, the Simplicity Bank Bylaws or the certificate articles of incorporation or bylaws (or similar organizational documents) of any other Subsidiary of the CompanySimplicity, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company Simplicity or any of its Subsidiaries is a party or by which the Company Simplicity or any of its Subsidiaries or any of their respective properties or assets is or may be bound bound, or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common AGREEMENT AND PLAN OF MERGER BETWEEN HOMESTREET, INC. AND SIMPLICITY BANCORP, INC. EXECUTION VERSION law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement or any published interpretation thereof by any applicable Governmental Entities or Bank Regulatory Authority (“Law”) applicable to the Company Simplicity or any of its Subsidiaries or by which the Company Simplicity or any of its Subsidiaries or any of their respective properties or assets is or may be bound, except as, in the case of clauses clause (ii) and or (iii), as, as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectEffect on Simplicity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Simplicity Bancorp, Inc.), Agreement and Plan of Merger (HomeStreet, Inc.)
No Conflict; Consents and Approvals. (ah) The execution, delivery and performance of this Agreement by the Company HomeStreet does not, and (assuming that all consentsthe execution, approvals, authorizations delivery and other actions described in Section 4.5 performance of the Company Disclosure Letter have been obtained Bank Merger Agreement by HomeStreet Bank, and all filings and obligations described in Section 4.5 none of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer and Company Merger, the Bank Merger or the other Transactions and compliance by the Company HomeStreet and its Subsidiaries with the provisions hereof will notor provisions of the Bank Merger Agreement will, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of AGREEMENT AND PLAN OF MERGER BETWEEN HOMESTREET, INC. AND SIMPLICITY BANCORP, INC. EXECUTION VERSION 40 the properties, assets or rights of the Company HomeStreet or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company HomeStreet Articles, the HomeStreet Bylaws, the HomeStreet Bank Articles, the HomeStreet Bank Bylaws or the certificate articles of incorporation or bylaws (or similar organizational documents) of any other Subsidiary of the CompanyHomeStreet, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”) Contract to which the Company HomeStreet or any of its Subsidiaries is a party or by which the Company HomeStreet or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b5.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) Law applicable to the Company HomeStreet or any of its Subsidiaries or by which the Company HomeStreet or any of its Subsidiaries or any of their respective properties or assets may be bound, except as, in the case of clauses clause (ii) and or (iii), as, as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectEffect on HomeStreet.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Simplicity Bancorp, Inc.), Agreement and Plan of Merger (HomeStreet, Inc.)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does notCompany, and the consummation by the Company of the Transactions, do not and will not (i) subject to any required approval by the SEC pursuant to Section 19(b) of the Exchange Act and Rule 19b-4 thereunder of the Merger, the Subsequent Merger, and any related amendments to the governance documents and rules of the Parent Companies or the Acquired Companies, conflict with or violate the Company Charter, the Company Bylaws or the comparable charter or organizational documents of any Material Company Subsidiary, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in contemplated by clauses (i) through (vii) of Section 4.5 of the Company Disclosure Letter 3.4(b) have been obtained and all filings and obligations notifications described in Section 4.5 of the Company Disclosure Letter such clauses have been made and any waiting periods thereunder related thereto have terminated or expired) the consummation of the Offer and the Merger and compliance by the Company with the provisions hereof will not, conflict withwith or violate any U.S. or non-U.S. federal, state or local law, statute, code, directive, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree (collectively, “Law”), in each case that is applicable to any Acquired Company or by which any of its assets or properties is subject or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, of payment or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract, (iv) result in any breach or violation of any Company Plan (including any award agreement thereunder) or (v) result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective material properties or assets may be bound or of any of the Acquired Companies (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be boundof any of the Parent Companies, except other than the Acquired Companies, following the Effective Time), other than, in the case of clauses (ii), (iii) and (iii)iv) above, asany such items that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect or materially impair the ability of the Company to perform its obligations hereunder or prevent or unreasonably delay the consummation of any of the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CBOE Holdings, Inc.), Agreement and Plan of Merger (Bats Global Markets, Inc.)
No Conflict; Consents and Approvals. (a) The Assuming receipt of the Company Stockholder Approval and compliance with, or receipt of, the approvals referred to in, and the expiration of any applicable waiting periods referred to in, Section 3.5(b), the execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 the consummation by the Company of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Merger and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Significant Subsidiary of the Company, (ii) the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company that is not a Significant Subsidiary, (iii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iiiiv) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of the NYSE applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except except, in the case of clauses (A) clause (ii) above, for such obligations, benefits, rights or entitlements as would not be material to the Company and its Subsidiaries, as a whole, and (B) clauses (iii)) and (iv) above, as, as individually or in the aggregate, has not had had, and would not reasonably be expected to have have, a Material Adverse EffectEffect on the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Urs Corp /New/), Agreement and Plan of Merger (Aecom Technology Corp)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 3.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 3.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer and the Merger and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b3.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of the New York Stock Exchange applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case of clauses (ii) and (iii), as, as individually or in the aggregate, has not had and aggregate would not have or reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Schawk Inc), Agreement and Plan of Merger and Reorganization (Matthews International Corp)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does notCompany, and the consummation by the Company of the transactions contemplated hereby, do not and will not (i) conflict with or violate the Company Constituent Documents, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 4.5 contemplated by clauses (i) through (iv) of the Company Disclosure Letter subsection (b) below have been obtained and all filings and obligations described in such clauses have been made, conflict with or violate any statute, law, ordinance, rule, regulation, order, judgment or decree (collectively, “Law”) or any settlement, injunction or award of any Governmental Entity, in each case that is applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, (iii) except as set forth in Section 4.5 4.4(a) of the Company Disclosure Letter have been made and Letter, result in any waiting periods thereunder have terminated breach or expired) the consummation violation of, or constitute a default (or an event which with notice or lapse of the Offer and the Merger and compliance by the Company with the provisions hereof will not, conflict withtime or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, of guaranteed payment or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increasedright of termination, additionalcancellation, accelerated amendment or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant toacceleration of, any provision of Material Contract (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”as defined in Section 4.15 hereof) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound, (iv) result in any breach or assets may violation of any Company Plan, including any award agreement thereunder (it being understood that any rights arising under and pursuant to the terms of any Company Plan in connection with the transactions contemplated by this Agreement shall not be bound considered a breach or violation of such Company Plan), or (iiiv) subject to result in the governmental filings and other matters referred to in Section 4.5(b), creation of any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company or Lien upon any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be boundof the Acquired Companies, except except, in the case of clauses (ii) and ), (iii), as(iv) and (v), for any such conflict, breach, violation, default, loss, right or other occurrence that individually or in the aggregateaggregate does not have, has not had and would not reasonably be expected to have have, a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (I Flow Corp /De/), Agreement and Plan of Merger (Kimberly Clark Corp)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and each Ancillary Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Merger and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, Articles of Association or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assetsother commitment, agreement, instrument intended to be legally binding, obligation, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b3.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of the Nasdaq Global Select Market (“NASDAQ”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case of clauses (ii) and (iii), as, individually or in the aggregate, has not had and as would not reasonably be expected material to have the Company and its Subsidiaries, taken as a Material Adverse Effectwhole.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (UNITED THERAPEUTICS Corp), Agreement and Plan of Merger (SteadyMed Ltd.)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Offer, the Merger and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of NASDAQ applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as, as individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jounce Therapeutics, Inc.)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Merger and the Merger and compliance by the Company with the provisions hereof other transactions contemplated hereby will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or (ii) the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (iiiii) any legally binding bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written franchise (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iiiiv) subject to the governmental filings and other matters referred to in Section 4.5(b3.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of the NYSE applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except except, in the case of clauses (ii), (iii) and (iiiiv), as, as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Conflict; Consents and Approvals. (a) The Neither the execution, delivery and performance by the Company and the Stockholders of this Agreement and the other Transaction Documents to which they are a party, nor the consummation by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 the Stockholders of the Company Disclosure Letter have been obtained transactions contemplated hereby and all filings and obligations described thereby in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer and the Merger and compliance by the Company accordance with the provisions hereof will not, and thereof does or will: (i) conflict with, violate or result in a breach of any violation or of the Organizational Documents of the Company; (ii) materially violate, materially conflict with, result in a material breach of any provision of, or constitute a default (or an event which, with or without the giving of notice or lapse of time, or both, would constitute a default) under, or give rise to result in a right of, or result in, termination, cancellation, modification or acceleration loss of any obligation material right or to the loss of a material benefit under, require the consent of the other party or parties thereto under, result in the creation of any Lien termination of, accelerate the performance required by, or (except as set forth in or upon any of the properties, assets or rights Section 2.3(b) of the Company Disclosure Schedule) result in the other party or any parties thereto having a right of its Subsidiaries termination, amendment, modification, cancellation or acceleration under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”) Contract to which the Company or any of its Subsidiaries is a party or by to which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or property is subject; (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), materially violate any federal, state, local Law or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) Order applicable to the Company or any of its Subsidiaries assets or by which properties; (iv) result in the creation or imposition of any Lien upon any of the assets or properties of the Company or upon any of the shares of Company capital stock; (v) result in the vesting of, the payment of, or the creation of any obligation, whether absolute or contingent, to vest or pay, on behalf of the Company, any equity or equity-related grant, bonus, severance, termination, “golden parachute” or other similar payment (including any “double-trigger” rights), whether pursuant to a Contract or under applicable Law, with respect to any current or former employee, officer or director of the Company or any of its Subsidiaries other Person; (vi) give any Governmental Entity the right to revoke, suspend, modify or terminate any Company Permit; or (vii) give any Governmental Entity or other Person the right to challenge any of their respective properties or assets may be bound, except in the case of clauses (ii) and (iii), as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effecttransactions contemplated by this Agreement.
Appears in 1 contract
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Parent and the Company does Companies do not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer and the Merger Transactions and compliance by Parent and the Company Companies with the provisions hereof do not, and will not, conflict with, violate any right of first refusal held by any Person, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification modification, or acceleration of any obligation or remedy or to the loss of a material benefit under, or result in the creation of any Lien (other than a Permitted Lien) in or upon any of the properties, assets assets, or rights of Parent or the Company or any of its Subsidiaries Companies under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of of: (i) subject to the Requisite Company Charter Vote and the filings related thereto, the organizational documents of Parent or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, ; (ii) except as set forth on Section 3.05(a) of the Parent Disclosure Letter, any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”) Material Contract to which Parent or the Company or any of its Subsidiaries Companies is a party or by which Parent or the Company or any of its Subsidiaries Companies or any of their respective properties or assets may be bound bound; or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b3.05(b), any federal, state, local Law or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree any rule or other legally enforceable requirement (“Law”) regulation of any self-regulatory authority applicable to Parent or the Company Companies or by which Parent or any of its Subsidiaries or by which the Company or any of its Subsidiaries Companies or any of their respective properties or assets may be bound, except except, in the case cases of clauses (ii) and (iii), asas would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.. (b) Except as set forth in Section 3.05(b) of the Parent Disclosure Letter, no consents, approvals, orders, or authorizations of, or registrations, declarations or filings with or notices to, any Governmental Entities or any third party are required to be made or obtained by Parent or any of the Companies in connection with the execution, delivery, or performance by Parent of this Agreement or to consummate the Transactions, except for: (i) filings of applications and notices with, receipt of approvals or no objections from, and the expiration of related waiting periods required by, the Louisiana Department of Insurance and the Florida Office of Insurance Regulation; (ii) the Requisite Regulatory Approvals and the filings related thereto; (iii) the Requisite Company Vote and the filings related thereto; (iv) filings of applications and notices with, receipt of approvals or non- objections from, the state securities authorities, applicable securities exchanges (e.g., NASDAQ) and -15-
Appears in 1 contract
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does notCompany, and the consummation by the Company of the transactions contemplated hereby, do not and will not (i) conflict with or violate the Company Constituent Documents, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 4.5 contemplated by clauses (i) through (v) of the Company Disclosure Letter subsection (b) below have been obtained and all filings and obligations described in such clauses have been made, conflict with or violate any statute, law, ordinance, rule, regulation, order, judgment or decree (collectively, “Law”) or any settlement, injunction or award of any Governmental Entity, in each case that is applicable to the Company or any of its Subsidiaries or by which any of their respective assets or properties are bound, (iii) except as set forth in Section 4.5 3.4 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation as set forth in Section 3.13 of the Offer and the Merger and compliance by the Company Disclosure Letter, result in any breach or violation of, or constitute a default (or an event which with the provisions hereof will not, conflict withnotice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, of payment or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increasedright of termination, additionalcancellation, accelerated amendment or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant toacceleration of, any provision of Contract (ias defined in Section 3.17(c) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”hereof) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties are bound, (iv) except as set forth in Section 3.13 of the Company Disclosure Letter, result in any breach or violation of any Company Plan (including any award agreement thereunder), or (v) result in the creation of any Lien upon any of the properties or assets may be bound of the Acquired Companies (or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company of Parent or any of its Subsidiaries or by which following the Company or any of its Subsidiaries or any of their respective properties or assets may be boundEffective Time) except, except in the case of clauses (ii) and ), (iii), as(iv) and (v), for any such conflict, breach, violation, default, loss, right or other occurrence that, individually or and in the aggregate, has have not had had, and would not reasonably be expected to have have, a Material Adverse Effect.
Appears in 1 contract
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Merger and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any material bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree Order or other legally enforceable requirement enacted, issued, adopted, promulgated, enforced, ordered, or applied by any Governmental Entity having applicable jurisdiction (“Law”) or any rule or regulation of the OTC Markets applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as, as individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Merger and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate articles of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral or written (each, including all amendments thereto, a “"Contract”") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b3.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“"Law”") applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as, as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectEffect on the Company.
Appears in 1 contract
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Merger and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate articles of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b3.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of the Over-The-Counter Bulletin Board applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as, as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Wagering Inc)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Bixxxx Xupport Agreement by Rook, and the Company execution, delivery and performance of the Rook Support Agreement, the Bixxxx Xtockholders Agreement and the Rook Stockholders Agreement, does not and will not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Merger and the Merger other transactions contemplated hereby and thereby and compliance by the Company Rook with the provisions hereof and thereof will not, (i) conflict with or violate the Rook Charter or Rook Bylaws, (ii) conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the material properties, assets or rights of the Company Rook or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) under any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order order, commitment, agreement, instrument, obligation, undertaking, permit or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written franchise (each, including all amendments thereto, a “Contract”) to which the Company Rook or any of its Subsidiaries is a party or by which the Company Rook or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental and regulatory filings and other matters referred to in Section 4.5(b3.5(b), conflict with or violate any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other similar legally enforceable requirement (“Law”) applicable to the Company Rook or any of its Subsidiaries or by which the Company Rook or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case cases of clauses (ii) and (iii)) above for any such conflicts, asviolations, breaches, defaults or other occurrences, individually or in the aggregate, has not had and that would not reasonably be expected to have a Rook Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Knight Transportation Inc)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does notCompany, and the consummation by the Company of the transactions contemplated hereby, do not and will not (i) conflict with or violate the Company Charter or Company Bylaws or the equivalent organizational documents of any of the Company’s Subsidiaries, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 4.5 contemplated by clauses (i) through (v) of the Company Disclosure Letter subsection (b) below have been obtained and all notices and filings and obligations described in Section 4.5 of the Company Disclosure Letter such clauses have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer and the Merger and compliance by the Company with the provisions hereof will notmade, conflict with, or result in any violation or breach of, or default (with or without notice violate any law (including common law), statute, rule, regulation, code, ordinance, treaty, order, judgment, decree or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration other requirement of any obligation or Governmental Entity (collectively, “Law”) applicable to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries or by which any of their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the loss of a benefit under or the imposition of any additional payment or other liability under, or give rise to any increasedright of termination, additionalcancellation, accelerated amendment or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant toacceleration of, any provision of (i) the Company Charter or Company Bylawsnote, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guaranteecontract, agreement, arrangement, commitment, lease, license, lease, purchase or sale order permit or other contract, agreement instrument or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be are bound, except except, in the case of clauses (ii) and (iii), asfor any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectEffect or materially delay or materially impede the performance by the Company of its obligations under this Agreement or the consummation of the Merger or any of the other transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Infrastructure & Energy Alternatives, Inc.)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement, the Rook Support Agreement, the Rook Stockholders Agreement and the Bixxxx Xtockholders Agreement by Bixxxx xnd Merger Sub, as applicable, and the Company execution, delivery and performance of the Bixxxx Xupport Agreement does not and will not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Merger, the Share Issuance and the Merger Charter Amendment and the other transactions contemplated hereby and thereby and compliance by the Company each of Bixxxx xnd Merger Sub with the provisions hereof and thereof will not, (i) conflict with or violate the Bixxxx Xharter, the Bixxxx Xylaws or the articles of incorporation or bylaws of Merger Sub, (ii) conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the material properties, assets or rights of the Company or Bixxxx xr any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (eachSubsidiaries, including all amendments theretoMerger Sub, a “Contract”) under any Contract to which the Company or Bixxxx xr any of its Subsidiaries is a party or by which the Company or Bixxxx xr any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental and regulatory filings and other matters referred to in Section 4.5(b), conflict with or violate any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) Law applicable to the Company or Bixxxx xr any of its Subsidiaries or by which the Company or Bixxxx xr any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case cases of clauses (ii) and (iii)) above for any such conflicts, asviolations, breaches, defaults or other occurrences, individually or in the aggregate, has not had and that would not reasonably be expected to have a Material Bixxxx Xaterial Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Knight Transportation Inc)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described Except as set forth in Section 4.5 3.5(a) of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer and the Merger and compliance by the Company with the provisions hereof will notLetter, conflict withand, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case of clauses (ii) and (iii), aswith such other exceptions as are not reasonably likely to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, the execution and delivery by each Seller and Worldspan of this Agreement and the Ancillary Agreements to which it is or at the Closing will be a party, and the execution and delivery by each Seller’s Relevant Worldspan Owner Entity of the Ancillary Agreements to which it will be a party at the Closing, and the performance by each Seller and Worldspan of this Agreement and the Ancillary Agreements to which it is or at the Closing will be a party and the consummation by each Seller and Worldspan of the transactions contemplated hereby and thereby, and the performance by each Seller’s Relevant Worldspan Owner Entity of the Ancillary Agreements to which it will be a party at the Closing and the consummation by each Seller’s Relevant Worldspan Owner Entity of the transactions contemplated thereby, do not and will not, (i) violate any provision of Worldspan’s Certificate of Limited Partnership or the Worldspan Limited Partnership Agreement or the certificate of incorporation, bylaws or other organizational documents of any Subsidiary of Worldspan or NEWCRS, (ii) subject to compliance with applicable Antitrust Laws, violate any Law, Permit or Order applicable to Worldspan or any of its Subsidiaries or NEWCRS, or any of their respective assets, properties or businesses, (iii) result in a breach of, constitute a default (or an event which, with or without the giving of notice or lapse of time or both, would become a default) under, require any consent under, or give to others any right of termination, amendment, acceleration, suspension, revocation or cancellation of, any Material Contract (as defined in Section 3.9) or any Contract with any subscriber or travel supplier involving payments to Worldspan or any of its Subsidiaries in excess of $250,000 annually or any Permit held or used by Worldspan or any of its Subsidiaries or (iv) result in the creation of any Lien on any of the assets of Worldspan or any of its Subsidiaries.
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Ws Financing Corp)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Offer, the Merger and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound bound, or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any Nasdaq rule or regulation applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case of clauses (ii) and or (iii)) for any conflict, asviolation, breach, or default, loss, right or other occurrence which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions (including the Merger) do not and will not require any consent, registration, declaration, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity with respect to the Company or any of its Subsidiaries, other than (i) the filing with the Secretary of State of the State of Ohio of the Certificate of Merger as required by the OGCL, (ii) the filing with the SEC of any filings and reports that may be required in connection with this Agreement and the Merger under the Exchange Act and the rules and regulations thereunder, including the Proxy Statement (iii) compliance with the rules and regulations of NASDAQ, (iv) compliance with any applicable foreign or state securities or blue sky laws and (v) the other consents and/or notices set forth on Section 3.4(a) of the Company Disclosure Letter (collectively, clauses (i) through (v), the “Company Approvals”), and other than any consent, registration, declaration, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. (b) Subject to obtaining the Company Approvals, none of the execution and delivery of this Agreement by the Company, the consummation by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of Transactions, or the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer and the Merger and compliance by the Company or any of its Subsidiaries with any of the provisions hereof of this Agreement will not, (i) conflict with, or result in any breach, violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of any provision of, the organizational or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights governing documents of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the CompanySubsidiaries, (ii) violate any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase Law binding upon or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”) applicable to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or assets, (iii) subject result in any breach, violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the governmental filings and loss of a benefit under any Company Material Contract, Real Property Lease or any Company Permit, (iv) result in the creation of any Lien (other matters referred to in Section 4.5(b), than a Permitted Lien) on any federal, state, local of the properties or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to assets of the Company or any of its Subsidiaries Subsidiaries, or by which (v) give rise to any obligation to make an offer to purchase or redeem any Indebtedness or Capital Stock (other than pursuant to the Company or any of its Subsidiaries or any of their respective properties or assets may be boundCredit Agreement), except other than, in the case of clauses (ii) and (iii), asany such violation, default, termination, cancellation, acceleration, right or loss that would not individually or in the aggregate, has not had and would not reasonably be expected to have result in a Company Material Adverse Effect. Section 3.5.
Appears in 1 contract
Samples: Execution Version Agreement and Plan of Merger (Bravo Brio Restaurant Group, Inc.)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does notTowers Xxxxxx, and the consummation by Towers Xxxxxx of the transactions contemplated hereby, do not and will not (i) conflict with or violate the Towers Xxxxxx Charter or (assuming the Towers Xxxxxx Shareholder Approval is obtained) the Towers Xxxxxx Bylaws or the equivalent organizational documents of any of Towers Xxxxxx’x Significant Subsidiaries, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 4.5 contemplated by clauses (i) through (v) of the Company Disclosure Letter subsection (b) below have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter such clauses have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer and the Merger and compliance by the Company with the provisions hereof will notmade, conflict withwith or violate any Law applicable to Towers Xxxxxx or any of its Significant Subsidiaries or by which any of their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increasedright of termination, additionalcancellation, accelerated amendment or guaranteed rights or entitlements underacceleration of, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company Towers Xxxxxx or any of its Significant Subsidiaries is a party or by which the Company Towers Xxxxxx or any of its Significant Subsidiaries or any of their respective properties or assets may be are bound or (iii) subject other than Contracts pursuant to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company or which Towers Xxxxxx and/or any of its Subsidiaries provides services or by which the Company or products to any of its Subsidiaries or any of their respective properties or assets may be boundclient), except in the case of clauses (ii) and (iii)) above for any such conflict, asbreach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Towers Xxxxxx Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Watson Wyatt Worldwide, Inc.)
No Conflict; Consents and Approvals. (a) The Except as set forth on Section 4.15(a) of the Company Disclosure Letter, the execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Offer, the Merger and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Device Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of NASDAQ applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except as in the case of clauses (ii) and (iii), as, as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Xxxxxx Support Agreement by Rook, and the Company execution, delivery and performance of the Rook Support Agreement, the Xxxxxx Stockholders Agreement and the Rook Stockholders Agreement, does not and will not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Merger and the Merger other transactions contemplated hereby and thereby and compliance by the Company Rook with the provisions hereof and thereof will not, (i) conflict with or violate the Rook Charter or Rook Bylaws, (ii) conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the material properties, assets or rights of the Company Rook or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) under any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order order, commitment, agreement, instrument, obligation, undertaking, permit or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written franchise (each, including all amendments thereto, a “Contract”) to which the Company Rook or any of its Subsidiaries is a party or by which the Company Rook or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental and regulatory filings and other matters referred to in Section 4.5(b3.5(b), conflict with or violate any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other similar legally enforceable requirement (“Law”) applicable to the Company Rook or any of its Subsidiaries or by which the Company Rook or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case cases of clauses (ii) and (iii)) above for any such conflicts, asviolations, breaches, defaults or other occurrences, individually or in the aggregate, has not had and that would not reasonably be expected to have a Rook Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SWIFT TRANSPORTATION Co)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Offer, the Merger and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of NASDAQ applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
No Conflict; Consents and Approvals. (a) 3.4.1 The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Merger and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company BylawsDocuments, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the CompanySubsidiary, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation franchise, whether oral or written, that is binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written Subsidiary (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to assuming that the governmental Requisite Stockholder Vote and all consents, approvals, authorizations and other actions described in Schedule 3.4.1 of the Company Disclosure Schedules have been obtained and all filings and other matters referred to notifications described in Section 4.5(b)3.4.2 have been made, any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law” or “Laws”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer and the Merger Mergers and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “"Contract”") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“"Law”") or any rule or regulation of the NASDAQ applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except as in the case of clauses (ii) and (iii), as, as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (AGA Medical Holdings, Inc.)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement the Operative Documents by the Company does notand each Guarantor party thereto, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer and the Merger and compliance by the Company and the Guarantors of the transactions contemplated hereby and thereby including, without limitation, the making of the Loans and the use of proceeds contemplated hereby (including, without limitation, the refinancing of the Indebtedness set forth on Schedule 1(d) hereto), do not and will not (i) conflict with the provisions hereof will not, conflict with, or result in a breach or violation of any violation of the terms or breach provisions of, or default constitute (with or without due notice or lapse of time, time or both) a default under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, noteindenture, mortgage, indenturedeed of trust, guaranteebank loan or credit agreement, license, lease, purchase or sale order lease or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”) instrument to which the Company or any of its the Restricted Subsidiaries is a party or by which the Company or any of its the Restricted Subsidiaries is bound or to which any of the Property or assets of the Company or any of their respective properties the Restricted Subsidiaries is subject, or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, statute or any order, judgmentrule or regulation of any federal, injunctionstate, decree local or other legally enforceable requirement (“Law”) applicable to foreign court or governmental agency or body having jurisdiction over the Company or any of its the Restricted Subsidiaries or by which any of their properties; (ii) result in any violation of the provisions of the charter, including without limitation any Certificate of Incorporation or Articles of Incorporation or By-laws (or other organizational or governing documents), in each case as amended, of the Company or any of its Subsidiaries the Restricted Subsidiaries; (iii) result in or require the creation or imposition of any Lien upon or with respect to any of the properties or assets of the Company or any of their respective properties or assets may be boundthe Restricted Subsidiaries, except pursuant to or as contemplated by the terms of this Agreement and the Collateral Documents, or (iv) constitute a default under any ordinance, license or permit, except, in the case of the events specified in clauses (iii), (iii) and (iii)iv) above, asfor such conflicts, violations or defaults which would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization, order, registration or qualification of or with any federal, state, local or foreign court or governmental agency or body is required for the execution, delivery and performance by the Company and each of the Guarantors of the Operative Documents to which they are or will be a party or for the consummation by the Company and the Guarantors of the transactions contemplated thereby, including, without limitation, the making of the Loans and the use of proceeds contemplated hereby (including, without limitation, the refinancing of the Indebtedness set forth on Schedule 1(d) hereto), except such consents, approvals, authorizations, registrations or qualifications as have been obtained and for the recording or filing of certain of the Collateral Documents. Each of the Company and the Guarantors has full power and authority to enter into and perform its obligations under the Operative Documents to which it is or will be a party, to incur and (as applicable) guarantee the Loans and to issue and deliver the Notes as provided herein and therein.
Appears in 1 contract
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does notParent and Buyer, and the consummation by Parent and Buyer of the transactions contemplated hereby, do not and will not (i) conflict with or violate their respective articles of association, articles of incorporation or similar constitutional documents, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in contemplated by clauses (i) through (iv) of Section 4.5 of the Company Disclosure Letter 5.3(b) below have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter such clauses have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer and the Merger and compliance by the Company with the provisions hereof will notmade, conflict withwith or violate any Law or any settlement, injunction or award of any Governmental Entity, in each case that is applicable to Parent or Buyer or by which any of their respective properties are bound, or (iii) require notice to or the consent of any Person under, result in any violation breach of or breach of, or constitute a default (or an event that with or without notice or lapse of timetime or both would become a default), or both) impair Parent’s or Buyer’s rights or alter the rights or obligations of any third party under, or give rise to a right of, or result in, any third party any rights of termination, cancellationamendment, modification payment, acceleration or acceleration of any obligation or to the loss of a benefit undercancellation of, or result in the creation of any a Lien in or upon on any of the properties, properties or assets (including intangible assets) of Parent or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person Buyer pursuant to, 23 any provision of (i) the Company Charter permit, franchise or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”) Contract to which the Company Parent or any of its Subsidiaries Buyer is a party or by which the Company Parent or any of its Subsidiaries Buyer or any of their respective properties or assets may be is bound or affected, or (iiiiv) subject give rise to or result in any person having, or having the governmental filings and other matters referred right to in Section 4.5(b)exercise, any federalpreemptive rights, staterights of first refusal, local rights to acquire or foreign law (including common lawsimilar rights with respect to any capital stock of Parent, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries Buyer or any of their respective properties assets or assets may be boundproperties, except in the case of the preceding clauses (iiiii) and (iii), asiv) as would not reasonably be expected to have, individually or in the aggregate, has a Buyer Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by Parent and Buyer, and the consummation by Parent and Buyer of the transactions contemplated hereby, do not had and will not require any consent, approval, Order, license, authorization or permit of, action by, filing, registration or declaration with or notification to, any Governmental Entity, except for (i) such filings as required under applicable securities and corporation Laws, (ii) the filings required under the applicable requirements of Antitrust Laws, (iii) such filings as are necessary to comply with the applicable requirements of the NASDAQ Global Select Market, and (iv) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect.. Section 5.4
Appears in 1 contract
Samples: Share Swap Agreement
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Offer, the Merger and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien (other than a Permitted Lien) in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of of, or other action by, any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other legally binding contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of Nasdaq applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except except, in the case of clauses (ii) and (iii), as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Miromatrix Medical Inc.)
No Conflict; Consents and Approvals. (a) The executionSubject to receipt of the consents, approvals and waivers referred to in Section 4.03(a) of the Purchaser Disclosure Schedule, neither the execution and delivery and performance by the Purchaser, any of the Purchasing Subsidiaries or any of the Principal Purchaser Subsidiaries of this Agreement by and the Company does notAncillary Agreements to which it is or will be party, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) nor the consummation of the Offer and transactions contemplated thereby or the Merger and compliance by the Company Purchaser, any of the Purchasing Subsidiaries or any of the Principal Purchaser Subsidiaries with any of the provisions hereof will not, thereof will: (i) conflict with, violate or result in the breach of, any provision of the certificate of incorporation or by-laws or other organizational documents of the Purchaser, any of the Purchasing Subsidiaries or any of the Principal Purchaser Subsidiaries; (ii) conflict with, violate, or result in the breach by the Purchaser, any violation of the Purchasing Subsidiaries or any of the Principal Purchaser Subsidiaries of any applicable Law (assuming satisfaction of the condition in Section 8.02(b)); (iii) conflict with, violate, result in the breach or termination of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a any right of, or result in, termination, cancellation, modification of termination or acceleration of or right to increase the obligations or otherwise modify the terms under any obligation Purchaser Contract; or to the loss of a benefit under, or (iv) result in the creation of any Lien in or upon any assets of the propertiesPurchaser and its Subsidiaries, assets or rights of in each case, with respect to the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, foregoing clauses (ii) any bond), debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b(iv), any federalexcept for such conflicts, stateviolations, local breaches, terminations, defaults, rights or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case of clauses (ii) and (iii), as, individually or in the aggregate, has Liens that have not had and would not reasonably be expected to have have, individually or in the aggregate, a Purchaser Material Adverse Effect.
Appears in 1 contract
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does Purchaser do not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer and the Merger Transactions and compliance by the Company Purchaser with the provisions hereof do not, and will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification modification, or acceleration of any obligation or remedy or to the loss of a material benefit under, or result in the creation of any Lien (other than a Permitted Lien) in or upon any of the properties, assets or rights of the Company Purchaser or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of of: (i) the Company Charter articles or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of Purchaser or any Significant Subsidiary of the Company, Purchaser; (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”) material Contract to which the Company Purchaser or any of its Significant Subsidiaries is a party or by which the Company Purchaser or any of its Subsidiaries or any of their respective properties or assets may be bound bound; or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b4.04(b), any federal, state, local Law or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree any rule or other legally enforceable requirement (“Law”) regulation of any self-regulatory authority applicable to the Company Purchaser or any of its Significant Subsidiaries or by which the Company Purchaser or any of its Significant Subsidiaries or any of their respective properties or assets may be bound, except except, in the case of clauses (ii) and (iii), asas would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect.. (b) No consents, approvals, orders, or authorizations of, or registrations, declarations, or filings with or notices to, any Governmental Entities or any third party are required to be made or obtained by Purchaser or any of its Subsidiaries in connection with the execution, delivery, or performance by Purchaser of this Agreement or to consummate the Transactions, except for: (i) filings of applications and notices with, receipt of approvals or no objections from, and the expiration of related waiting periods required by, one or more of the Insurance Regulators or any other Governmental Entity; (ii) filings of applications and notices with, and receipt of approvals or non-objections from, the state securities authorities, applicable securities exchanges and self-regulatory organizations; (iii) applications, filings or notices pursuant to the securities or blue sky Laws of the various states with respect to the issuance of the Stock Consideration hereunder; and (iv) such other filings with third parties who are not Governmental Entities the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. -37-
Appears in 1 contract
No Conflict; Consents and Approvals. (a) The Other than obtaining the Parent Stockholder Approval prior to the Parent Stock Issuance Conversion, the filing of the Certificate of Merger required by the DGCL and the filing of the Certificate of Designation, the execution, delivery and performance of this Agreement by the Company each of Parent, First Merger Sub and Second Merger Sub does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Merger and the Merger other transactions contemplated hereby and compliance by the Company each of Parent and Merger Subs with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company Parent or any of its Subsidiaries Merger Subs under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter Certificate of Incorporation or Company Bylaws, Bylaws of Parent or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the CompanyFirst Merger Sub, (ii) the Certificate of Formation or limited liability company agreement of Second Merger Sub, (iii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and its Subsidiaries or any of their respective assets, whether oral or written (each, including all amendments thereto, a “Contract”) material Contract to which the Company Parent, First Merger Sub or any of its Subsidiaries Second Merger Sub is a party or by which the Company or any of its Subsidiaries Parent, First Merger Sub, Second Merger Sub or any of their respective properties or assets may be bound bound, or (iiiiv) subject to the governmental filings and other matters referred to in Section 4.5(b)4.4, any federal, state, local material Law or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree any rule or other legally enforceable requirement (“Law”) regulation of NYSE American applicable to the Company Parent or any of its Subsidiaries Merger Subs or by which the Company or any of its Subsidiaries Parent, Merger Subs or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as, as individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ra Medical Systems, Inc.)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Offer, the Merger and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any material bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other legally binding contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement enacted, adopted, promulgated or applied by a Governmental Entity (collectively, “Law”) or any rule or regulation of Nasdaq, in each case, applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except except, in the case of each of clauses (ii) and (iii)) above, as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Imago BioSciences, Inc.)
No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Offer, the Merger and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any legally binding bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any applicable federal, state, local local, or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree decree, or other legally enforceable requirement (“Law”) or any rule or regulation of NASDAQ applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case of clauses (ii) or (iii) for any conflict, violation, breach, or default, loss, right or other occurrence which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self- regulatory authority, instrumentality, agency, commission or body (each, a “Governmental Entity”) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Offer, the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” laws, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (iv) any filings and approvals required under the rules and regulations of NASDAQ, and (iii)v) any consent, asapproval, order or authorization of, or registration, declaration, filing with or notice which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sharps Compliance Corp)
No Conflict; Consents and Approvals. (a) The Except as set forth on Section 4.5 of the Company Disclosure Letter, the execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Offer, the Merger and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, to any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral written, oral, through course of conduct or written otherwise (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any material federal, state, local or foreign law (including law, common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree decree, writ or other legally enforceable requirement (“Law”) or any rule or regulation of the Nasdaq Global Select Market (“NASDAQ”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except as, in the case of clauses clause (ii) and (iii), as, as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Conflict; Consents and Approvals. (aj) The execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations filings and other actions obligations described in Section 4.5 3.5(a) of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expiredmade) the consummation of the Offer and the Merger and compliance by the Company with the provisions hereof will not, not (i) conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements entitlements, under, or require any consent, waiver or approval of any Person pursuant to, any provision of (iA) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws Organizational Documents (or similar organizational documents) of the Company or of any Subsidiary of the Company, (iiB) any bond, debenture, note, mortgage, indenture, guarantee, license, right to use, lease, purchase or sale order or other contract, agreement or other obligation binding on the Company and or any of its Subsidiaries or any of their respective assets, whether oral or written (eachwritten, including all amendments thereto, a “Contract”) or to which the Company or any of its Subsidiaries is a party party, or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound bound, or pursuant to which any of the Company or any of its Subsidiaries derive any right to use any property or asset (each, including all amendments thereto, and as applicable the Company or any of its Subsidiaries and the Parent or any of its Subsidiaries, as the context requires, a “Contract”), or (iiiC) subject to the governmental filings and other matters referred to in Section 4.5(b3.5(b), any federal, state, local or foreign law laws (including including, without limitation, common law, FDA Laws, and Foreign Drug Device Laws), statuteOrders, ordinancestatutes, ruleordinances, coderules, regulationcodes, orderregulations, judgmentjudgments, injunctioninjunctions, decree decrees or -39- other legally enforceable requirement requirements (collectively, “LawLaws”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case of clauses ; or (ii) adversely affect the use (or result in any loss of any right to use) by the Surviving Company and (iii)its Subsidiaries from and after the Effective Time of those properties, asassets and rights that have been used or are held for or available for use by the Company and its Subsidiaries in connection with the ownership, individually or in operation and management of their respective businesses prior to the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectEffective Time.
Appears in 1 contract
No Conflict; Consents and Approvals. (a) The Except as set forth in Section 4.5(a) of the Company Disclosure Letter, the execution, delivery and performance of this Agreement by the Company does not, and (assuming that all consents, approvals, authorizations and other actions described in Section 4.5 of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.5 of the Company Disclosure Letter have been made and any waiting periods thereunder have terminated or expired) the consummation of the Offer Merger and the Merger other transactions contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien pledge, claim, lien, charge, option, right of first refusal, encumbrance or security interest of any kind or nature whatsoever (including any limitation on voting, sale, transfer or other disposition or exercise of any other attribute of ownership) (collectively, “Liens”) in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) any material bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, agreement commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or other obligation binding on the Company and its Subsidiaries or any of their respective assetsfranchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of Company, its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any federal, state, local or foreign law (including common law, FDA Laws, and Foreign Drug Laws), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of Company, its Subsidiaries or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as, as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
