No Conflict of Transaction With Obligations and Laws. (a) Neither the execution, delivery and performance of this Agreement or any of the Ancillary Agreements, nor the performance of the transactions contemplated hereby, will: (i) constitute a breach or violation of the Buyer's Constituent Documents; (ii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under any material agreement, instrument or obligation to which the Buyer is a party or by which its assets are bound which would materially affect the performance by the Buyer of its obligations under this Agreement; or (iii) violate any Court Order a Law applicable to the Buyer.
No Conflict of Transaction With Obligations and Laws. Except as set forth on Schedule 12(f) of the Schedule of Exceptions, neither the execution, delivery and performance of this Agreement or any Ancillary Agreement, nor the performance of the transactions contemplated hereby or thereby, will: (a) conflict with or constitute a breach or violation of any provision of the Organizational Documents of the Company or any of its subsidiaries; (b) require any Governmental Authorization, (c) require any consent of any parties to loans, contracts, leases, licenses and other agreements to which the Company is a party; (d) constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which the Company or any of its subsidiaries is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any right; (e) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Company or any of its subsidiaries is a party or by which it or its assets are bound; (f) result in the creation of any encumbrance upon any capital stock or any of the assets of the Company or its subsidiaries; (g) conflict with or result in a violation of any Court Order or Law, or give to any other person, the right to exercise any remedy or obtain any relief under any Court Order or Law, to which the Company or any of its subsidiaries is subject or by which the properties or assets of the Company or any of its subsidiaries are bound, or (h) result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, suspend or otherwise modify, any Government Authorization.
No Conflict of Transaction With Obligations and Laws. (a) Neither the execution, delivery and performance of this Agreement, nor the performance of the transactions contemplated hereby, will: (i) constitute a breach or violation of Orthodontic Entity's Charter or By-Laws; (ii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which Xx. Xxxxxxxxxx or the Orthodontic Entity is a party, or give any person the right to accelerate any indebtedness or terminate any right; (iii) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Orthodontic Entity or Xx. Xxxxxxxxxx is a party or by which their assets are bound; or (iv) result in a violation of any law, regulation, administrative order or judicial order applicable to the Orthodontic Entity, Xx. Xxxxxxxxxx, their business or assets.
No Conflict of Transaction With Obligations and Laws. Except as set forth in Schedule 3.3:
No Conflict of Transaction With Obligations and Laws. (a) Except as set forth on Schedule 2.6, neither the execution, ------------ delivery and performance of this Agreement or any Ancillary Agreement, nor the performance of the transactions contemplated hereby, will: (i) contravene, conflict, with or constitute a breach or violation of any provision of the Charter of the Company or any resolutions of the Company's Board of Directors; (ii) require any consent, approval or authorization of or declaration, filing or registration with any person other than a governmental agency as described in paragraph (b) below, including consents of parties to loans, contracts, leases, licenses and other agreements; (iii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which the Company is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Company is a party or by which it or its assets are bound; (v) result in the creation of any Encumbrance upon any Company Shares or any of the assets of the Company; (vi) contravene, conflict with, or result in a violation of any Court Order or Law, or give any governmental authority, whether foreign, domestic, local or other political subdivision or agency of any of the foregoing (each a "Governmental Authority"), or any other person, the right to exercise any remedy or obtain any relief under any Court Order or Law, to which the Company or Sellers are subject or by which the properties or assets of the Company are bound, or (vii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Government Authorization.
No Conflict of Transaction With Obligations and Laws. (a) Neither the execution, delivery and performance of this Agreement, nor the performance of the transactions contemplated hereby, will: (i) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which Xx. Xxxxx is a party, or give any person the right to accelerate any indebtedness or terminate any right; (ii) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which Xx. Xxxxx is a party or by which his assets are bound; or (iv) result in a violation of any law, regulation, administrative order or judicial order applicable to Xx. Xxxxx, his business or assets.
No Conflict of Transaction With Obligations and Laws. (a) Neither the execution, delivery and performance of this Agreement or any Ancillary Agreement, nor the performance of the transactions contemplated hereby, will: (i) conflict with or constitute a violation of any provision of the Organizational Documents of the Company or any Subsidiary or any resolutions of their respective Board of Directors or other governing bodies; (ii) require any consent, approval or authorization of or declaration, filing or registration with any person other than any governmental authority, whether national, regional, state, local or other political subdivision or agency of the United States of America (each a "Government Authority"), including consents of parties to loans, contracts, leases, licenses and other agreements; (iii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which the Company or any Subsidiary is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of the assets of any of them are bound; (v) result in the creation of any lien, option (including right of first refusal or first offer), encumbrance, charge, restriction, mortgage, pledge, security interest, title exception, restriction, claim or charge of any kind or character (each an "Encumbrance") upon any Units or any of the assets of the Company or any Subsidiary; (vi) contravene, conflict with, or result in a violation of any Court Order or Law, or give any Government Authority, or any other person, the right to exercise any remedy or obtain any relief under any Court Order or Law, to which the Company, any Subsidiary or Sellers are subject or by which the properties or assets of the Company or any Subsidiary are bound; or (vii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization.
No Conflict of Transaction With Obligations and Laws. (a) Neither the execution, delivery and performance of this Agreement, nor the performance of the transactions contemplated hereby, will: (i) constitute a breach or violation of the Buyer's Organizational Documents; (ii) require any consent, approval or authorization of or declaration, filing or registration with any person other than a Government Authority described in paragraph (b) below; (iii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under any debt instrument to which Buyer is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any material right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other material agreements, instrument or obligation to which the Company is a party or by which it or its assets are bound; or (v) result in a violation of any Law or Court Order applicable Buyer or its business or assets.
No Conflict of Transaction With Obligations and Laws. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, will: (i) constitute a breach or violation of any provision of the Organizational Documents of Buyer or any resolutions of Buyer’s Board of Directors; (ii) require the consent of any other party (other than a Governmental Authority) under any loans, contracts, leases, licenses and other agreements to which Buyer is a party or by which it is bound; (iii) constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which Buyer is a party, or give any other Person the right to accelerate any Indebtedness or terminate, modify or cancel any right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which Buyer is a party or by which it or its assets are bound; (v) result in the creation of any Encumbrance upon any Buyer capital stock or any of the assets of Buyer; (vi) conflict with or result in a violation of any Court Order or Law, or give to any other Person the right to exercise any remedy or obtain any relief under any Court Order or Law to which Buyer is subject or by which the properties or assets of Buyer are bound; or (vii) result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, suspend or otherwise modify, any Government Authorization of Buyer.
No Conflict of Transaction With Obligations and Laws. Subject to ---------------------------------------------------- compliance with the applicable requirements of the Coordinated Laws on Commercial Companies of Belgium (which have been described in a memorandum which has been made available to the Company), the Securities Act, any applicable state takeover or securities laws, the Exchange Act, the Nasdaq National Market, the Easdaq market and the filing of the Certificate of Merger and any other documents as required by the DGCL, neither the execution, delivery and performance of this Agreement, nor the performance of the transactions contemplated hereby, will: (i) constitute a breach or violation of the Charter or Bylaws of the Parent or the Acquisition Subsidiary; (ii) require any consent, waiver, exemption, approval or authorization of, declaration, filing or registration with, or giving of notice to, any person, court, arbitration tribunal, administrative agency or commission or other governmental or regulatory agency or authority (iii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which the Parent (including any subsidiary of the Parent) or the Acquisition Subsidiary is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any right with respect to any indebtedness; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Parent (including any subsidiary of the Parent) or the Acquisition Subsidiary is a party or by which the Parent (including any subsidiary of the Parent) or the Acquisition Subsidiary or any of their assets are bound; (v) result in the creation of any lien or encumbrance upon any of the assets of the Parent (including any subsidiary of the Parent) or the Acquisition Subsidiary; (vi) result in a violation of any law, regulation, administrative order or judicial order, decree or judgment applicable to the Parent (including any subsidiary of the Parent) or the Acquisition Subsidiary, or their businesses or assets; or (vii) invalidate or adversely affect any permit, license or authorization used in the Parent's (including any subsidiary of the Parent) or the Acquisition Subsidiary's business, excluding from clauses (ii) through (vii) consents, waivers, exemptions, approvals or authorizations, declarations, filings or registrations, notices, conf...
