Common use of No Conflict; Consents and Approvals Clause in Contracts

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Mid-Con Parties does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by the Mid-Con Parties with the provisions hereof will not, conflict with, or result in any material 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 any Mid-Con Group Entity 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 Governing Documents of any Mid-Con Group Entity, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which any Mid-Con Group Entity is a party or by which any Mid-Con Group Entity or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Mid-Con Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 3.5(b), any federal, state, local or foreign law (including common law), 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 applicable to any Mid-Con Group Entity or by which any Mid-Con Group Entity or any of their respective properties or assets may be bound.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Contango Oil & Gas Co), Agreement and Plan of Merger (Contango Oil & Gas Co), Agreement and Plan of Merger (Mid-Con Energy Partners, LP)

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No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Mid-Con Parties Company does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by the Mid-Con Parties Company with the provisions hereof will not, conflict with, or result in any material 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, material 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 Mid-Con Group Entity of its Subsidiaries under, or give rise to 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 Governing Documents Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Mid-Con Group EntitySubsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase Company Material Contract or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which any Mid-Con Group Entity is a party or by which any Mid-Con Group Entity or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Mid-Con Group Entities (taken as a whole) Permit or (iii) subject to the governmental filings and other matters referred to in Section 3.5(b4.5(b), any material federal, state, local or foreign law (including common law), 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 NASDAQ Global Select Market Nasdaq (or other trading platform) applicable to the Company or any Mid-Con Group Entity of its Subsidiaries, or by which the Company or any Mid-Con Group Entity of its Subsidiaries, or any of their respective properties or assets 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 2 contracts

Samples: Agreement and Plan of Merger (Neos Therapeutics, Inc.), Agreement and Plan of Merger (Aytu Bioscience, Inc)

No Conflict; Consents and Approvals. (a) The Neither the execution, delivery and performance of this Agreement by the Mid-Con Parties does not, and Company nor the consummation of the Merger Offer and the other transactions contemplated hereby and compliance by the Mid-Con Parties Company with the provisions hereof will not, conflict with, or result in any material 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 Mid-Con Group Entity 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 Governing Documents Company Articles or the organizational documents of any Mid-Con Group EntitySubsidiary of the Company, (ii) any material bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any Mid-Con Group Entity of its Subsidiaries is a party or by which the Company or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Mid-Con Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 3.5(b‎Section 2.5(b), any federal, state, local or foreign law (including common law), 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 Mid-Con Group Entity of its Subsidiaries or by which the Company or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound, except, in the case of each of clauses (ii) and (iii) above, any conflicts, violations, breaches, defaults, terminations, cancellations, modifications, accelerations or Liens that, 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: Transaction Agreement (Ironwood Pharmaceuticals Inc), Transaction Agreement (Ironwood Pharmaceuticals Inc)

No Conflict; Consents and Approvals. (a) The Neither the execution, delivery and performance of this Agreement by the Mid-Con Parties does not, and Company nor the consummation of the Merger Offer and the other transactions contemplated hereby and compliance by the Mid-Con Parties Company with the provisions hereof will not, conflict with, or result in any material 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 Mid-Con Group Entity 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 Governing Documents Company Articles or the organizational documents of any Mid-Con Group EntitySubsidiary of the Company, (ii) any material bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any Mid-Con Group Entity of its Subsidiaries is a party or by which the Company or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Mid-Con Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 3.5(b2.5(b), any federal, state, local or foreign law (including common law), 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 Mid-Con Group Entity of its Subsidiaries or by which the Company or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound, except, in the case of each of clauses (ii) and (iii) above, any conflicts, violations, breaches, defaults, terminations, cancellations, modifications, accelerations or Liens that, 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: Transaction Agreement (VectivBio Holding AG)

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No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Mid-Con Parties OCBB does not, and the consummation of the Merger and the other transactions contemplated hereby Transactions, and compliance by the Mid-Con Parties OCBB and its Subsidiaries with the provisions hereof will not, conflict with, with or result in any material 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 OCBB or any Mid-Con Group Entity 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 Governing Documents OCBB Articles, the OCBB Bylaws, or the articles of incorporation or bylaws (or similar organizational documents) of any Mid-Con Group Entity, Subsidiary of OCBB; (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which OCBB or any Mid-Con Group Entity of its Subsidiaries is a party or by which OCBB or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets is or may be bound and that is material, individually or in the aggregate, to the Mid-Con Group Entities (taken as a whole) bound; or (iii) subject to the governmental filings and other matters referred to in Section 3.5(b4.5(b), any federal, state, local or foreign law (including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to OCBB or any rule or regulation of the NASDAQ Global Select Market applicable to any Mid-Con Group Entity its Subsidiaries or by which OCBB or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets is or may be bound, except as, in the case of clause (ii) or (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on OCBB.

Appears in 1 contract

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

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