Conflicts; Consents and Approvals Sample Clauses

Conflicts; Consents and Approvals. Neither the execution and delivery of this Agreement by Tribute nor the consummation of the transactions contemplated by this Agreement will: (i) conflict with, or result in a breach of, any provision of the Organizational Documents of Tribute; (ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any Liens upon any of the properties or assets of Tribute or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Tribute or any of its Subsidiaries is a party; (iii) violate any Laws applicable to Tribute or any of its Subsidiaries or any of their respective properties or assets; or (iv) require any action or consent or approval of, or review by, or registration or filing by Tribute or any of its Affiliates with, any third party or any Governmental Authority, other than registrations or other actions required under federal and state securities Laws as are contemplated by this Agreement.

Conflicts; Consents and Approvals. Neither the execution and delivery of this Agreement by the Company, nor the consummation of the transactions contemplated by this Agreement will: (a) conflict with, or result in a breach of any provision of, the Company Articles or the Company By-laws; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any material lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by the Company or any of its affiliates with, any Governmental Authority or other person, other than (i) approval of this Agreement and the transactions contemplated by this Agreement by the Company Shareholders, if required, (ii) actions required by the HSR Act, (iii) registrations or other actions required under United States federal and state securities laws, (iv) consents of, approvals of, reviews by or registrations or filings with any Governmental Authority or other person set forth in Section 5.5(d) to the Company Disclosure Schedule and (v) the filing of the Articles of Merger with the Texas Secretary of State; except in the case of Section 5.5(b) that is set forth in Section 5.5(b) to the Company Disclosure Schedule, and in the case of Sections 5.5(b), 5.5(c) and 5.5(d) for any of the foregoing that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on the Company.

Conflicts; Consents and Approvals. Except as set forth in Section 4.5 to the Target Disclosure Schedule, neither the execution and delivery of this Agreement by Target, nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision of, the Target Certificate or the Target By-Laws; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Target or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Target or any of its subsidiaries is a party involving more than $500,000; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Target or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Target or any of its affiliates with, any third party or any Governmental Authority, other than (i) authorization of the Merger and the transactions contemplated hereby by Target Stockholders, (ii) actions required by the HSR Act, (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement and (iv) consents or approvals of any Governmental Authority set forth in Section 4.5 to the Target Disclosure Schedule; except in the case of clauses (c) and (d) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Target or a material adverse effect on the ability of the parties to consummate the transaction contemplated hereby.

Conflicts; Consents and Approvals. Neither the execution and delivery by the Company of this Agreement and the Transaction Documents to be executed and delivered by it in connection with this Agreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of the Company; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company under any of the terms, conditions or provisions of (1) the organizational documents of the Company, (2) any material Contract to which the Company is a party or to which any of its properties or assets may be bound which, if so affected, would either have a Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which the Company is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party, other than as may be provided pursuant to the Contracts listed on Schedule 6.3; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to the Company or any of its, business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by the Company with any Governmental Authority, other than as may be indicated on Schedule 6.3.

Conflicts; Consents and Approvals. Except as set forth in Section 4.3 of the disclosure schedule delivered by GM to the Purchaser and dated as of the date of this Agreement (the "GM Disclosure Schedule"), the execution and delivery by GM of the GM Transaction Agreements and the consummation of the transactions contemplated by the GM Transaction Agreements will not: (a) violate any provision of GM's Certificate of Incorporation (after giving effect to the GM Charter Amendment), GM's by-laws or the GM Board Policy Statement; (b) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or both, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the properties or assets of GM or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which GM or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to GM or any of its Significant Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries); or (d) except as contemplated by the GM Transaction Agreements or the Merger Agreement, require any consent or approval of, or registration or filing by GM or any of its Affiliates (other than ▇▇▇▇▇▇ and its Subsidiaries) with, any third party or Governmental Authority, other than (i) authorization for listing of the shares of Surviving Corporation Common Stock to be issued in connection with the Split-Off and the Merger, as applicable, on the New York Stock Exchange ("NYSE"), (ii) actions required by the HSR Act and the competition laws of foreign jurisdictions, (iii) registrations or other actions required under federal, state and foreign securities laws as are contemplated by this Agreement or (iv) notifications to or applications for consent from Governmental Authorities required with respect to the ▇▇▇▇▇▇ Permits; except in the case of (b), (c) and (d) for any of the foregoing that, in the aggregate, wo...

Conflicts; Consents and Approvals. Except as set forth in Section 5.4 to the disclosure schedule delivered by the Purchaser to the Sellers and dated the date hereof (the "Purchaser's Disclosure Schedule"), neither the execution and delivery of the Transaction Agreements by the Purchaser nor the consummation of the transactions contemplated hereby or thereby will: 5.4.1 conflict with, or result in a breach of any provision of, the Purchaser's restated certificate of incorporation or by-laws, as amended; 5.4.2 violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser or any of its subsidiaries is a party; 5.4.3 violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser or any of its subsidiaries or their respective properties or assets; or 5.4.4 require any action or consent or approval of, or review by, or registration or filing by the Purchaser or any of its Affiliates with, any third party or any Governmental Authority, other than (i) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (ii) as required by the HSR Act, except, in the case of Sections 5.4.2, 5.4.3 and 5.4.4, for any of the foregoing that would not, individually or in the aggregate, have a material adverse effect on the consolidated financial condition or consolidated results of operations of the Purchaser or upon the ability of the parties to consummate the transactions contemplated hereby.

Conflicts; Consents and Approvals. Except as set forth in Section 5.5 of the Company Disclosure Schedule, none of the execution or delivery of this Agreement by the Company, nor the consummation of the Transactions or compliance by the Company with any of the provisions hereof will: (a) conflict with, or result in a violation of any provision of, the Articles of Incorporation or Bylaws of the Company or any of its subsidiaries, each as amended to date; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by the Company or any of its subsidiaries or affiliates with, any third party or any Governmental Authority, other than (i) approval of the Merger and the Transactions by the Company Shareholders, (ii) registrations or other actions required under federal and state securities laws, (iii) compliance with the requirements of NASDAQ, (iv) consents or approvals of any Governmental Authority set forth in Section 5.5(d) of the Company Disclosure Schedule, and (v) filing and recordation of appropriate merger documents as required by the FBCA; except in the case of clause (b) which would not be material to the business and operations of the Company, taken as a whole, and in the case of clauses (c) and (d) for any of the foregoing that could, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Transactions.

Conflicts; Consents and Approvals. Neither the execution and delivery by the Company of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of the Company; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or under any of the terms, conditions or provisions of (1) the organizational documents of Company, (2) any Contract to which the Company is a party or to which any of its properties or assets may be bound, or (3) any permit, registration, approval, license or other authorization or filing to which the Company is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any Person, other than the Required Consents listed on Schedule 6.3; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to the Company or any of its business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by the Company or any of its shareholders with any Governmental Authority.

Conflicts; Consents and Approvals. Neither the execution and delivery by each Seller of this Agreement and the Transaction Documents to be executed and delivered by it in connection with this Agreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of each Seller which is an entity; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company under any of the terms, conditions or provisions of (1) the organizational documents of the Company, (2) any Contract to which such Seller is a party or to which any of its respective properties or assets may be bound which, if so affected, would either have a Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which such Seller is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any Governmental Authority or non-governmental third party; or (d) violate any order, writ or injunction, or any material decree, or material Law applicable to such Seller or any of its businesses, properties or assets.