Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder Except for (the "Exchange Act"), (bi) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under by the corporationHSR Act, takeover or blue sky (ii) filings required pursuant to federal and state securities laws and regulations of various statesthe New York Stock Exchange, Inc., (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "Parent Required Statutory Approvals"), and (iv) as otherwise set forth on ----------------------------------- Schedule 5.4, no filing with or prior registration with, no notice to, and no permit, authorization, or consent or ------------ approval ofof any third party, including, but not limited to, any federalGovernmental Authority, state, local, foreign creditor or other governmental departmentPerson in a contractual relationship with Parent, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither in connection with the execution and delivery of this Agreement by Parent, the Company nor performance of its obligations hereunder, or the consummation by the Company of the transactions contemplated hereby nor hereby.
(b) Except as set forth on Schedule 5.4, the execution and delivery of this ------------ Agreement, the consummation of the transactions contemplated hereby, or the compliance by the Company Parent with any of the provisions hereof will not (i) conflict with or result in any violation of violate any provision of the articles any Organizational Document of incorporation, as amended, or bylaws of the Company or any Subsidiary, Parent; (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, contract, agreement, commitment, bond, mortgage, indenture, license, lease, pledge agreement or other instrument or obligation to which the Company Parent or any Subsidiary of Parent is a party or by which Parent or any Subsidiary of them Parent or any of their respective properties or assets may be bound; (iii) violate or conflict with any provision of any Governmental Authorization or Legal Requirement binding upon Parent or any Subsidiary of Parent; or (iv) result in, oror require, the creation or imposition of, any lien, mortgage, pledge, security interest or other encumbrance upon or with respect to any of the properties or assets now owned or used by Parent or any Subsidiary of Parent, except as may be required in connection with the assumption by Magellan of the indebtedness of the Company, and except in the instances of clauses (ii), (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iiiiv) violations, breaches or defaults which, either individually or in the aggregate, as would not reasonably be expected to have a Material Adverse EffectEffect on Parent or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto Neither the execution and except for delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby will (a) applicable requirements conflict with or result in any breach of any provision of the Securities Exchange Act respective certificate of 1934, as amended, and incorporation or bylaws (or other similar governing documents) of the rules and regulations thereunder (the "Exchange Act")Company or any of its Subsidiaries, (b) expiration of the waiting period require any consent, approval, authorization or permit of, or filing with or notification to, any supranational, national, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "Governmental Entity"), except (i) as may be required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Competition Act (cCanada) (the "Canadian Competition Act") or any other applicable foreign antitrust or competition laws, (ii) for the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder and any applicable state securities, "blue sky" laws or Takeover Laws (including the filing of the Schedule 14D-9 in connection with the Offer, the Information Statement to be sent to stockholders of the Company in connection with the Stockholder Approval and any information statement required under Rule 14f-1 in connection with the Offer), (iii) for the filing and recordation of the Georgia Certificate certificate of Merger merger as required by Georgia the Corporation Law, (div) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or applicable requirements of the transactions contemplated by this AgreementNew York Stock Exchange, (ev) filing the applicable requirements of the Committee on Foreign Investment in the United States ("CFIUS") and (vi) for notification or other applicable requirements of the International Traffic in Arms Regulations (22 C.F.R. Parts 120-130) ("ITAR"), (c) violate, or conflict with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any violation a breach of any provision of the articles of incorporation, as amendedof, or bylaws of the Company require any consent, waiver or any Subsidiary, (ii) except as set forth on Schedule 4.05, approval or result in a violation or breach ofdefault, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, modification or acceleration) under, (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default, or give rise to any such right), under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement agreement, contract, indenture or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of them its Subsidiaries or any of their properties or respective assets may be bound, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company or any of its Subsidiaries or (iiie) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary Company or any of its Subsidiaries or by which any of their properties or assetsrespective assets are bound, excluding from except in the foregoing case of clauses (iib), (c), (d) and (iii) violationse), breaches or defaults whichfor such matters which would not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. Except Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set ------------------------------------ forth in Section 3.4 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Escrow Agreement do not, and, subject to the Company Stockholder Approval, the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of a material benefit under, or result in the creation of any Lien (other than Permitted Liens), security interest, charge or encumbrance upon any of the material properties or assets of the Company under, any provision of (i) the Company Certificate of Incorporation or the Bylaws of the Company, (ii) any provision of the comparable charter or organizational documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, guarantee, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license binding on Schedule 4.05 hereto the Company or any of its Subsidiaries, or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, other than, in the case of each of clauses (iii) and (iv), any such violations, defaults, rights, losses, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Escrow Agreement by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement or the Escrow Agreement, except for (ai) applicable requirements in connection, or in compliance, with the provisions of the HSR Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (cii) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Lawwith the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (diii) such filings and consents as may be required under any environmental environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement or the Escrow Agreement, (eiv) filing withsuch filings, authorizations, orders and approval ofapprovals as may be required to obtain the State Takeover Approvals, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration (v) applicable requirements, if any, of the SharesBlue Sky Laws, (vi) any of such items as may be required under foreign laws and (fvii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations declarations, approvals and filings as may the failure of which to be required under the corporationobtained or made would not, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse EffectEffect on the Company.
Appears in 1 contract
Consents and Approvals; No Violation. (a) Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (ii) as otherwise set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states5A.3, no filing with or prior registration with, no notice to, and no permit, authorization, or consent or ------------- approval ofof any third party, including, but not limited to, any federalGovernmental Authority, state, local, foreign creditor or other governmental departmentPerson in a contractual relationship with Magellan, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither in connection with the execution and delivery of this Agreement by Magellan, the Company nor performance of its obligations hereunder, or the consummation by the Company of the transactions contemplated hereby nor hereby.
(b) Except as set forth on Schedule 5A.3, the execution and delivery of ------------- this Agreement, the consummation of the transactions contemplated hereby, or the compliance by the Company Magellan with any of the provisions hereof will not (i) conflict with or result in any violation of violate any provision of the articles any Organizational Document of incorporation, as amended, or bylaws of the Company or any Subsidiary, Magellan; (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, contract, agreement, commitment, bond, mortgage, indenture, license, lease, pledge agreement or other instrument or obligation to which the Company Magellan or any Subsidiary subsidiary of Magellan is a party or by which Magellan or any subsidiary of them Magellan or any of their respective properties or assets may be bound; (iii) violate or conflict with any provision of any Governmental Authorization or Legal Requirement binding upon Magellan or any Subsidiary of Magellan; or (iv) result in, oror require, the creation or imposition of, any lien, mortgage, pledge, security interest or other encumbrance upon or with respect to any of the properties or assets now owned or used by Magellan or any Subsidiary of Magellan, except as may be required in connection with the assumption by Magellan of the indebtedness of the Company, and, except in the instances of clauses (ii), (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iiiiv) violations, breaches or defaults which, either individually or in the aggregate, as would not reasonably be expected to have a Material Adverse EffectEffect on Magellan or materially impair the ability of Magellan to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder Except for (the "Exchange Act"), (bi) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under by the corporationHSR Act, takeover or blue sky laws (ii) the filing of various statesthe Proxy Statement (as defined in Section 7.2) with the SEC ----------- pursuant to the Exchange Act, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "Company Required Statutory -------------------------- Approvals"), and (iv) as otherwise set forth on Schedule 4.4, no filing with or prior --------- ------------ registration with, no notice to, and no permit, authorization, or consent or approval ofof any third party, including but not limited to, any federalGovernmental Authority, state, local, foreign creditor or other governmental departmentPerson in a contractual relationship with the Company or any Subsidiary of the Company, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither in connection with the execution and delivery of this Agreement by the Company nor Company, the performance of its obligations hereunder, or the consummation by the Company of the transactions contemplated hereby nor hereby.
(b) Except as set forth on Schedule 4.4, the execution and delivery ------------ of this Agreement, the consummation of the transactions contemplated hereby, or the compliance by the Company with any of the provisions hereof will not (i) conflict with or result in any violation of violate any provision of the articles of incorporation, as amended, or bylaws any Organizational Document of the Company or any Subsidiary, Subsidiary of the Company; (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, contract, agreement, commitment, bond, mortgage, indenture, license, lease, pledge agreement or other instrument or obligation to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of them the Company or any of their respective properties or assets may be bound; (iii) violate or conflict with any provision of any Governmental Authorization or Legal Requirement binding upon the Company or any Subsidiary of the Company; or (iv) result in, oror require, the creation or imposition of, any lien, mortgage, pledge, security interest or other encumbrance upon or with respect to any of the properties or assets now owned or used by the Company or any Subsidiary of the Company, except in the instances of clauses (ii), (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iiiiv) violations, breaches or defaults which, either individually or in the aggregate, as would not have a Material Adverse EffectEffect on the Company or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Consents and Approvals; No Violation. Except The execution and delivery of ------------------------------------ this Agreement do not, and the consummation of the transactions contemplated hereby and the performance by the Company of its obligations hereunder will not:
(a) subject to the obtaining of any requisite approvals of the Company's stockholders as set ------------------------------------ forth on Schedule 4.05 hereto and contemplated by Section 15 hereof, conflict with or violate any provision of the Company's articles of incorporation or bylaws;
(b) require any consent, approval, order, authorization or permit of, or registration, filing or notification to, any governmental or regulatory authority or agency (a "GOVERNMENTAL ENTITY"), except for (ai) applicable requirements the filing of a premerger notification and report form by the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period Company under the ▇▇▇▇-▇▇▇▇▇-- ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ActACT"), (cii) the filing with the SEC of (x) the Company Proxy Statement relating to the approval and recordation adoption by the Company's stockholders of the Georgia Certificate of Merger as and this Agreement, if such approval and adoption is required by Georgia Lawlaw, and (dy) such filings reports under Sections 13 and consents 16 of the Securities Exchange Act of 1934, as amended ("EXCHANGE ACT"), as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by in connection with this Agreement, (e) filing with, the Stockholder Agreements and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance and thereby, (iii) obtaining all necessary approvals under applicable Gaming Laws, including those required by the Company with any Gaming Authorities, (iv) the filing of the provisions hereof will Articles of Merger with the Secretary of State of the State of Nevada, and (iv) conflict with such additional actions or filings which, if not taken or made, would not, individually or in the aggregate, have a Company Material Adverse Effect;
(c) except as disclosed on Schedule 4.6(c), result in any conflict --------------- with or violation of any provision or the breach of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute a default (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) acceleration or guaranteed payments under or to a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, indenture, lease, mortgage, indenturelicense, licensefranchise, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them the Company or any of their its properties or assets may be bound, orexcept for such conflicts, violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or will be obtained prior to the Effective Time or which, individually or in the aggregate, would not result in a Company Material Adverse Effect;
(iiid) violate the provisions of any federal, state, local or foreign order, writ, injunction, judgment, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not have such a manner as to result in a Company Material Adverse Effect; or
(e) result in the creation of any lien, charge or encumbrance upon any shares of capital stock, properties or assets of the Company under any agreement or instrument to which the Company is a party or by which the Company is bound.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto Neither the execution and except for (a) applicable requirements delivery of this Agreement by the Company nor the consummation by the Company of the Securities Exchange Act transactions contemplated hereby will (i) conflict with or result in any breach of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration any provision of the waiting period under respective Articles of Incorporation (or other similar documents) or By-Laws (or other similar documents) of the Company or any of its subsidiaries; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority or any other Person, except (A) in connection with the applicable requirements, if any, of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (cB) pursuant to the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, (C) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Lawand the Articles of Merger pursuant to the DGCL and the BCA, respectively, and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, (dD) such filings and consents as may be required under any environmental environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (eas set forth in Section 5.1(e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the SharesCompany Disclosure Schedule, and (fE) such the consents, approvals, orders, authorizations, notifications, registrations, declarations and filings required under the laws of foreign countries, as set forth in Section
5.1 (e) of the Company Disclosure Schedule, (F) the approval of the holders of a majority of the outstanding Shares required by the BCA and the Company's Articles of Incorporation, (G) such filings as may be required under with the corporationNASDAQ National Market or (H) where the failure to obtain such consent, takeover approval, authorization or blue sky laws of various states, no filing with or prior notice to, and no permit, authorizationor to make such filing or notification, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for would not in the consummation by aggregate have a Material Adverse Effect with respect to the Company and its subsidiaries or adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will hereby; (i) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (iiiii) except as set forth on Schedule 4.05in Section 5.1(e) of the Company Disclosure Schedule, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or result in the creation of any lien or other charge or encumbrance) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them its subsidiaries or any of their properties or assets may be bound, orexcept for such violations, breaches and defaults (iiior rights of termination, cancellation or acceleration or creations of lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have a Material Adverse Effect with respect to the Company and its subsidiaries or adversely affect the ability of the Company to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.1(e) are duly and timely obtained or made and the approval of the Merger and the approval of this Agreement by the Company's stockholders has been obtained, violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary Company or any of its subsidiaries or to any of their properties or respective assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or except for violations which would not in the aggregate, would not aggregate have a Material Adverse EffectEffect with respect to the Company and its subsidiaries or adversely affect the ability of the Company to consummate the transactions contemplated hereby. Except as set forth in Section 5.1(e) of the Company Disclosure Schedule, the Company does not know of any pending or proposed legislation, regulation or order (other than those affecting businesses such as the Company's generally) applicable to the Company or any of its subsidiaries or to the conduct of the business or operations of the Company or any of its subsidiaries which, if enacted or adopted, could have a Material Adverse Effect with respect to the Company and its subsidiaries.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) Neither the execution and delivery of this Agreement, nor the consummation by the Company of the transactions contemplated hereby, will:
(i) conflict with or result in any breach of any provision of the Company Certificate or Company Bylaws or the respective organizational documents of any of the Company's Subsidiaries;
(ii) require any consent, approval, authorization or permit of, or filing with or notification to ("Permits"), any Governmental Entity, except (A) in connection with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), ) and any other applicable U.S. or foreign Competition Laws; (cB) the filings and consents listed in Section 5.4(a)(ii) of the Company Disclosure Letter; (C) pursuant to the applicable requirements of the Securities Act and the Exchange Act; (D) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, with the Secretary of State of the State of Delaware pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business; (dE) such filings and consents as may be required under by any environmental law pertaining to any notification, disclosure applicable state securities or required approval triggered by the Merger "blue sky" Laws or the transactions contemplated by this Agreement, state takeover Laws; or (eF) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect pursuant to the delisting rules and deregistration regulations of the Shares, and NASDAQ;
(f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (iiiii) except as set forth on Schedule 4.05in Section 5.4(a)(iii) of the Company Disclosure Letter, result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) underacceleration or Lien), or require any consent or notice under any of the terms, conditions or provisions of any noteCompany Contract, bondexcept for such violations, mortgagebreaches and defaults (or rights of termination, indenture, license, agreement cancellation or other instrument acceleration or obligation Liens) as to which requisite waivers or consents have been obtained; or
(iv) assuming that the Permits referred to in this Section 5.4 are duly and timely obtained or made and the approval of the Merger and this Agreement by the Company's stockholders has been obtained, materially violate any Law or Order applicable to the Company or any Subsidiary is a party of its Subsidiaries, or by which any of them or to any of their properties respective assets.
(b) Assuming the accuracy of the representations set forth in Section 6.12, the affirmative vote of a majority of the voting power of the outstanding shares of Company Common Stock in favor of the approval and adoption of this Agreement (the "Company Stockholder Approval") is the only vote of the holders of any class or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to series of the Company, any Subsidiary 's or any of their properties or assets, excluding from its Subsidiaries' securities necessary to approve and adopt this Agreement and the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse EffectMerger.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements Assuming the truth and accuracy of the Securities Exchange Act representations and warranties set forth in Section 4.03(a), the execution and delivery of 1934, as amendedthis Agreement and any Transaction Document by each of Purchaser and Merger Sub do not, and the rules performance by each of Purchaser and regulations thereunder (the "Exchange Act"), (b) expiration Merger Sub of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under this Agreement or any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market Transaction Document and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither hereby or thereby will not, require Purchaser, Merger Sub or any of their respective Affiliates to obtain any Consent from any Governmental Authority (including, for the avoidance of doubt, pursuant to any Foreign Antitrust Law), except (i) for compliance with the applicable requirements, if any, of the HSR Act, and (ii) for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Purchaser or Merger Sub is qualified to do business.
(b) Assuming receipt of all approvals, authorizations, consents or waiting period expirations or terminations related to the required Consents described in Section 5.03(a), the execution and delivery of this Agreement by each of Purchaser and Merger Sub do not, and the Company nor performance of this Agreement or any Transaction Document by each of Purchaser and Merger Sub and the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof or thereby will not, (i) conflict with or result violate the Organizational Documents, in any violation each case as currently in effect, of any provision of the articles of incorporation, as amended, Purchaser or bylaws of the Company or any SubsidiaryMerger Sub, (ii) except as set forth on Schedule 4.05violate or conflict with any Law or Order applicable to Purchaser or Merger Sub or by or to which any of their respective properties or assets is bound or subject, or (iii) result in a violation or any breach of, or constitute a default (or an event that with or without due notice or lapse of time or bothboth would constitute a default) a default (under, or give rise to others any right of termination, amendment, acceleration or cancellation or acceleration) underof, any of the terms, conditions material contract or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation permit to which the Company Purchaser or any Subsidiary Merger Sub is a party or by or to which any of them Purchaser or Merger Sub or any of their respective properties or assets may be boundis bound or subject, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to except in the Company, any Subsidiary or any case of their properties or assets, excluding from the foregoing clauses (ii) and (iii) above, for such conflicts, violations, breaches breaches, defaults or defaults which, either individually or in the aggregate, rights that would not reasonably be expected to have a Purchaser Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Compass Group Diversified Holdings LLC)
Consents and Approvals; No Violation. Except as Assuming that (i) any and all filings required to be made in connection with the transactions contemplated hereby under the HSR Act or any comparable applicable foreign competition or antitrust law, are made and any applicable waiting period thereunder has been terminated or has expired and (ii) the FTC approves the Sale to Purchaser of the shares of Stock set ------------------------------------ forth on Schedule 4.05 I hereto and except for (a) applicable requirements pursuant to the terms of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing withand except as set forth on Schedule 4.4, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor Holdings and the consummation by the Company of the Sale and other transactions contemplated hereby nor compliance by hereby:
(a) do not and will not violate the Company with any provisions of the provisions hereof will (i) conflict with or result in any violation certificate of any provision of the articles of incorporation, as amended, incorporation or bylaws of the Company or Holdings or the certificate of formation or limited liability company agreement of Decatur LLC;
(b) do not and will not violate any SubsidiaryLegal Requirement or Order to which any Company Entity is subject or by which any of their respective properties or assets are bound;
(c) do not and will not require any permit, consent or approval of, or the giving of any notice to, or filing with any Person; and
(iid) except as set forth on Schedule 4.05, do not and will not result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise result in the creation of any Encumbrance upon any of the properties or assets of any of the Company Entities under or result in the acceleration of, or create in any party the right to any right of terminationaccelerate its rights under, cancellation modify or acceleration) underterminate, any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease, franchise agreement or any other instrument or obligation to which the any Company or any Subsidiary Entity is a party party, or by which any of them they or any of their respective properties or assets may be are bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, ; excluding from the foregoing clauses (iib), (c) and (iiid) violationspermits, breaches or defaults consents, approvals, notices and filings the absence of which, either individually or in and violation, breaches, defaults and Encumbrances the aggregate, existence of which (i) would not have reasonably be expected to be material to the business of the Company Entities and (ii) could not prevent Holdings or any Seller from performing in any material respect its respective obligations under this Agreement or the Escrow Agreement, or prevent or establish any materially burdensome condition on the consummation of the Sale and the other transactions contemplated by this Agreement. None of the Company Entities is a Material Adverse Effectparty to any agreement which would prevent Holdings or any Seller from performing in any material respect its obligations under this Agreement or the Escrow Agreement or prevent or establish any materially burdensome condition on the consummation of the Sale and the other transactions contemplated by this Agreement or the Escrow Agreement.
Appears in 1 contract
Consents and Approvals; No Violation. Except The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by Company of its obligations hereunder will not:
(a) subject to obtaining the Company Shareholders' Approval as set ------------------------------------ forth on Schedule 4.05 hereto and contemplated by Section 7.9, conflict with any provision of Company's articles of incorporation or bylaws or the articles of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries;
(b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to any governmental or regulatory authority or agency (a "GOVERNMENTAL AUTHORITY"), except for (ai) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇Hart-▇▇▇▇▇Scott-▇▇▇▇▇▇ Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act▇▇▇ ▇▇▇"), (c▇▇) the filing and recordation of the Georgia Certificate Articles of Merger as required with the Secretary of State of Texas and the issuance by Georgia Lawthe Secretary of State of Texas of a certificate of merger with respect thereto, (diii) the filing with the Securities and Exchange Commission ("SEC") of (x) a proxy statement/prospectus in preliminary and definitive form relating to the meeting of Company's shareholders to be held in connection with the Merger (the "PROXY STATEMENT/PROSPECTUS") and filings under Rule 14a-12 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), (y) such filings reports under Section 13(a) of the Exchange Act, and consents such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or in connection with this Agreement and the transactions contemplated hereby and (z) one or more registration statements to be filed by Parent and the Trust in connection with the Merger (collectively, the "REGISTRATION STATEMENT") and such other filings under the Securities Act of 1933, as amended (the "SECURITIES ACT") and the Exchange Act and the rules and regulations thereunder, including Rule 425 under the Securities Act, as may be required in connection with this AgreementAgreement and the transactions contemplated hereby, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (fiv) such consents, approvals, orders, authorizations, notifications, registrationsauthorizations and regulations, declarations and filings filings, as may be required under the corporation, takeover applicable state securities or blue sky laws laws, (v) such governmental or tribal consents, qualifications or filings as are customarily obtained or made following the transfer of various statesinterests in oil and gas properties ("CUSTOMARY POST CLOSING CONSENTS") and (vi) approvals and registrations that, no filing with if not obtained or prior notice tomade, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by would not reasonably be expected to have a Company Material Adverse Effect;
(c) except as set forth in Section 4.4(c) of the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with Disclosure Schedule, require any of the provisions hereof will (i) conflict with consent, waiver, approval or result in any violation of any provision or the breach of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute a default (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bondlease, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which Company or any of them its Subsidiaries or any of their respective properties or assets may be bound, orexcept for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect;
(iiid) violate the provisions of any federal, state, local or foreign order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Company or any of its Subsidiaries;
(e) result in the Companycreation of any lien, mortgage, pledge, security interest, encumbrance, claim or charge of any Subsidiary kind (collectively, "LIENS") upon any material properties or assets or on any shares of capital stock of Company or any of its Subsidiaries under any agreement or instrument to which Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries or any of their properties or assetsassets is bound; or
(f) result in any holder of any securities of Company being entitled to appraisal, excluding from the foregoing clauses (ii) and (iii) violations, breaches dissenters' or defaults which, either individually or in the aggregate, would not have a Material Adverse Effectsimilar rights.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements Assuming that all consents, approvals, authorizations and other actions described in Section 4.4(a) of the Securities Exchange Act Company Disclosure Letter have been obtained and all filings and obligations described in Section 4.4(a) of 1934the Company Disclosure Letter have been made, as amendedthe execution and delivery of this Agreement or any of the Transaction Documents does not, and the rules consummation of the transactions contemplated hereby and regulations thereunder compliance with the provisions hereof and thereof shall not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the "Exchange Act"loss of a benefit under, or result in the creation of any Lien (other than Permitted Liens), upon any of the properties or assets of the Company or its Subsidiary under, any provision of (a) the Company Charter or the organizational documents of the Subsidiary of the Company, as amended from time to time, (b) expiration of any Contract to which the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976Company or its Subsidiary are parties, as amended (the "HSR Act"), or (c) any Applicable Law, Company Permit (as defined below) or Governmental Authorization applicable to the filing and recordation Company or its Subsidiary or any of the Georgia Certificate properties or assets of Merger as required by Georgia Lawthe Company or its Subsidiary, other than, in the case of clauses (db) and (c), any such filings and consents as may be required under violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not impair the ability of the Company to perform its obligations hereunder or prevent consummation of any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or of the transactions contemplated by this Agreement, hereby or thereby.
(eb) No filing or registration with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality Governmental Entity is necessary for the consummation required by the Company of the transactions contemplated by this Agreement. Neither or its Subsidiary in connection with the execution and delivery of this Agreement or any other Transaction Documents by the Company nor or is necessary for the consummation by the Company of the Merger and the other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will this Agreement, except for (i) conflict with or result in any violation of any provision the filing of the articles Certificate of incorporation, as amended, or bylaws Merger with the Secretary of State of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result State of Delaware and appropriate documents with the relevant authorities of other states in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any its Subsidiary is a party or by which any of them or any of their properties or assets may be boundqualified to do business, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses and (ii) and (iiias set forth in Section 4.4(b) violations, breaches or defaults which, either individually or in of the aggregate, would not have a Material Adverse EffectCompany Disclosure Letter.
Appears in 1 contract
Sources: Merger Agreement (Alvarion LTD)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto The execution and except for (a) applicable requirements deliv- ery of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval ofthe Ancillary Agreements, the Nasdaq Stock Market and Base Energy Contracts, the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company consum- mation of the transactions contemplated hereby nor compliance and thereby, and the performance by Dynegy, Seller, IGC and the Company IPC Companies of their obligations hereunder and under the Ancillary Agreements and Base Energy Contracts, to the extent applicable, do not and will not:
(a) except as listed in Schedule 3.4(a), require any writ, waiver, consent, judgment, decree, approval, order, act or Permit of, or registration, filing with or notification to any Governmental Authority, except for municipal and county franchises and Permits that are ministerial in nature and are customarily obtained from Governmental Authorities after clos- ings in connection with transactions of the provisions hereof will same nature as are contemplated hereby;
(ib) except as listed in Schedule 3.4(b), conflict with or with, result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, of or constitute a default (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation purchase, first refusal, cancellation, modification or accelerationacceleration or guaranteed payments or a loss of rights under (i) under, any provision of the articles of incorpora- tion or by-laws of Seller or the articles of incorporation or by-laws (or other similar organiza- tional documents) of any of the terms, conditions its Affiliates; or (ii) any provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation Contract to which any IPC Company, Seller, IGC or Dynegy is a party or may be subject or bound or by which any IPC Assets or the Company Business may be subject or bound;
(c) upon receipt of the approvals and consents listed on Schedule 3.4(a), violate the provisions of any Law or Governmental Order, or result in the termination or lapse of any Permit, applicable to Dynegy, Seller, IGC, any IPC Company, any IPC Assets or the Busi- ness; or
(d) result in the creation of any Lien other than Permitted Liens upon any IPC Asset or properties or assets of any IPC Company, Purchaser or any Subsidiary of its Affiliates or on any Eq- uity Interests of any IPC Company, Purchaser or any of its Affiliates under any applicable Law or under any Contract to which any IPC Company, Seller, or Dynegy is a party or by which any of them IPC Company, Seller, Dynegy, the IPC Assets or the Business or any of their properties or assets may be subject bound; except, orwith respect to any of Sections 3.4(a), (iii3.4(b)(ii) violate and 3.4(c), to the extent any federal, state, local or foreign order, such writ, injunctionwaiver, consent, judgment, decree, statuteapproval, rule order, act, Permit, registration, filing or regulation applicable to the Companynotice requirement, any Subsidiary conflict, violation, breach, default, right of termination, purchase, first refusal, cancellation, modification or any acceleration or guaranteed payment or loss of their properties right, violation of Law or assetsGovernmental Order or Lien would not reasonably be expected, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually indi- vidually or in the aggregate, would not have (A) to result in a Material Adverse EffectEffect or (B) to prevent the consummation of any transactions contemplated hereby or by any Ancillary Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements Assuming the truth and accuracy of the Securities Exchange Act of 1934, as amended, representations and the rules and regulations thereunder (the "Exchange Act"warranties set forth in Section 4.06(a), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by each of Purchaser and Merger Sub do not, and the Company nor performance by each of Purchaser and Merger Sub of this Agreement and the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with will not, require Purchaser, Merger Sub or any of their respective Affiliates to obtain any Consent from any Governmental Authority except (i) for compliance with the provisions hereof applicable requirements of the HSR Act, and (ii) for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Purchaser or Merger Sub is qualified to do business.
(b) Assuming receipt of all approvals, authorizations, consents or waiting period expirations or terminations related to the required Consents described in Section 5.03(a), the execution and delivery of this Agreement and the Ancillary Agreements by each of Purchaser and Merger Sub do not, and the performance of this Agreement and the Ancillary Agreements by each of Purchaser and Merger Sub and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with or result violate the certificate of incorporation or by-laws or other comparable organizational documents, in any violation each case as currently in effect, of any provision of the articles of incorporation, as amended, Purchaser or bylaws of the Company or any SubsidiaryMerger Sub, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or notice, lapse of time or both, conflict with, violate or result in a loss of rights or trigger new obligations under, result in a breach or default of any Law or Orders applicable to Purchaser or Merger Sub or by or to which any of their respective properties or assets is bound or subject, (iii) with or without notice, lapse of time or both, conflict with, result in any breach or violation of, or constitute a default (under, or give rise to others any right of termination, amendment, acceleration or cancellation of, or acceleration) create any rights under, or require any consent or notice under, any of the terms, conditions material contract or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation permit to which the Company Purchaser or any Subsidiary Merger Sub is a party or by or to which any of them Purchaser or Merger Sub or any of their respective properties or assets may be boundis bound or subject, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to except in the Company, any Subsidiary or any case of their properties or assets, excluding from the foregoing clauses (ii) and (iii) above, for such conflicts, violations, breaches breaches, defaults or defaults which, either individually or in the aggregate, rights that would not reasonably be expected to have a Purchaser Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Compass Group Diversified Holdings LLC)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 3.05 hereto and except for (a) applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), including the filing with and clearing by the United States Securities and Exchange Commission (the "SEC") of a proxy statement relating to the Company Stockholders Meeting (as defined in Section 5.02 hereof) and the Parent Stockholders Meeting (as defined in Section 6.04 hereof), as amended or supplemented from time to time (the "Proxy Statement"), (b) the filing of a Pre-Merger Notification and Report Form by the Company and the expiration or termination of the waiting period under the ▇▇▇▇-Hart-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia New York Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this AgreementTransaction, (e) filing with, and approval of, with the Nasdaq American Stock Market Exchange and the SEC with respect to the delisting and deregistration of the Shares, shares of Company Common Stock and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under public utility, telecommunication or payphone laws, rules or regulations of any state or municipality or under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality (each, a "Governmental Entity") is necessary for the consummation by the Company of the transactions contemplated by this AgreementTransaction. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect.the
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) Except for (i) compliance with the applicable requirements of the Securities Act and the Exchange Act (including the filing of 1934, as amendedthe Schedule 13E-3 and the Proxy Statement, and the filing of one or more amendments to the Schedule 13E-3 and such Proxy Statement to respond to comments of the SEC, if any, on such documents), (ii) compliance with the rules and regulations thereunder (the "Exchange Act")of NASDAQ, (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ciii) the filing and recordation of the Georgia Certificate of Merger as required by Georgia LawMerger, (div) such filings and consents as may be required under compliance with any environmental law pertaining to any notification, disclosure applicable foreign or required approval triggered by the Merger state securities or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares“blue sky” laws, and (fv) such consentsfilings, approvalsregistrations, ordersnotifications, authorizations, notificationsconsents or approvals the failure of which to make or obtain would not have a Company Material Adverse Effect, registrationsneither the execution, declarations and filings as may be required under the corporation, takeover delivery or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance Contemplated Transactions will require on the part of the Company any filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity.
(b) Assuming the consents, approvals, qualifications, orders, authorizations and filings referred to in Section 4.5(a) have been made or obtained and subject to the receipt of the Company Stockholder Approval, neither the execution, delivery or performance of this Agreement by the Company with any nor the consummation by the Company of the provisions hereof Contemplated Transactions will (i) conflict with or result in any violation of violate any provision of the articles Organizational Documents (or equivalent organizational documents) of incorporation, as amended, or bylaws any of the Company or any SubsidiaryAcquired Companies, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Encumbrance upon any of the respective properties or assets of any of the Acquired Companies under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, Contract, agreement or other instrument or obligation to which the any Acquired Company or any Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or, or (iii) assuming the accuracy of the representations in Section 5.7, violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company, any Subsidiary of its Subsidiaries or any of their properties or assets, excluding from the foregoing except, in each case of clauses (ii) and or (iii) ), for such violations, breaches breaches, defaults, terminations, cancellations or defaults which, either individually or in the aggregate, accelerations that would not have a Company Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Isramco Inc)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements None of the Securities Exchange Act execution or delivery hereof or performance of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered its obligations hereunder by the Merger Vendor or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company Vendor will, and the fulfilment and compliance with any the terms and conditions by it and the consummation of the provisions hereof transactions contemplated hereby will not:
(ia) conflict with or result in any violation require the consent or waiver of rights of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of Person under the terms, conditions or provisions of the respective constating documents or resolutions of directors or shareholders of the Vendor or the Sold Company or its Subsidiaries, except those that have been obtained or, in the case of the approval of the transfer of the Sold Shares by the directors of the Sold Company, will be obtained by the time of Closing;
(b) violate any noteprovision of, bondor require any Authorization or approval or declaration or filing with or notice to any Government Authority by Aquila, the Vendor or the Sold Company or its Subsidiaries under, any Applicable Law, except the Required Legal and Regulatory Outcomes or those that have been given;
(c) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or terminate or make terminable at the option of any other party to, or require any consent, authorization or approval that has not been obtained under, any indenture, mortgage, indenturelien, licenselease, agreement or other instrument or obligation to which the Vendor or the Sold Company or any Subsidiary of its Subsidiaries is a party or by which any of them is bound or to which any of their respective assets or properties is subject except (i) the Third Party Consents, Releases and Approvals and (ii) the acceleration of the Intercorporate Debt, BMO Debt or the Indebtedness for Borrowed Money, if any, that will be repaid concurrently with the completion of the transactions contemplated hereby; or
(d) result in the creation of or make enforceable any Security Interest upon any of the Sold Shares or any of their properties the Assets under any such indenture, mortgage, lien, lease, agreement or assets may be boundinstrument, orwhich violation, (iii) violate any federalconflict, state, local breach or foreign order, writ, injunction, decree, statute, rule or regulation applicable default with respect to the Company, any Subsidiary matters specified in clause (b) or any (c) of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, this Section would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (ai) applicable requirements of filings required under the Securities Act of 1933, as amended (the "Securities Act"), the Securities and Exchange Act of 1934, as amended, and the rules and regulations thereunder amended (the "Exchange Act"), (bii) expiration the filing of a Pre-Merger Notification and Report Form by the waiting period Company under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended ▇▇▇▇ (the ▇▇▇ "HSR Act▇▇▇ ▇▇▇"), and/or similar filings or notices under similar laws in Canada, if applicable, (ciii) the filing and recordation of the Georgia Certificate of Merger appropriate merger documents as required by Georgia Lawthe BCL and, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval ofif applicable, the Nasdaq Stock Market and laws of other states in which the SEC with respect Company is qualified to the delisting and deregistration of the Sharesdo business, and (fiv) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover securities or blue sky laws or takeover statutes of the various states, no filing with or prior notice towith, and no permit, authorization, consent or approval of, any federal, state, local, foreign public body or other governmental department, commission, board, bureau, agency or instrumentality authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby or on the business or financial condition of the Company and the Company Subsidiaries taken as a whole. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any violation of any provision of the articles Articles of incorporation, as amended, Incorporation or bylaws By-Laws of the Company or any SubsidiaryCompany, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, loss of material benefits or acceleration) under, acceleration or give to any Person any interest in or result in the creation of any Lien upon any of the termsproperties or assets of the Company or any of the Company Subsidiaries, conditions with or provisions without notice or lapse of time, or both, under the Articles of Incorporation or By-Laws of the Company or any note, bond, mortgage, indenture, license, benefit plan, agreement or other instrument or obligation to which the Company or any Subsidiary of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or, is bound or (iii) assuming the truth of the representations and warranties of the Parent and the Purchaser contained herein and their compliance with all agreements contained herein and assuming the due making or obtaining of all filings, permits, authorizations, consents and approvals referred to in the preceding sentence, violate any federalstatute, staterule, local or foreign regulation, order, writ, injunction, decree, statute, rule writ or regulation applicable to decree of any public body or authority by which the Company, Company or any Subsidiary of the Company Subsidiaries or any of their respective assets or properties or assetsis bound, excluding from the foregoing clauses (ii) and (iii) mortgages, leases and other agreements listed on Section 3.4 of the Company Disclosure Letter, and other conflicts, violations, breaches breaches, defaults or defaults rights which, either individually or in the aggregate, would are not reasonably likely to have a Company Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Nco Group Inc)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company Parent or Merger Sub, nor the consummation by the Company Parent, Holdco, Merger Sub and Merger Sub 2 of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will will:
(ia) conflict with or result in any violation breach of any provision of the Parent Articles or the Articles of Incorporation or Bylaws of Parent or Holdco and Merger Sub, respectively, or the articles of incorporation, as amended, organization or bylaws limited liability company agreement of Merger Sub 2;
(b) assuming the accuracy of the Company or representations set forth in Section 5.4(a)(ii), require any SubsidiaryPermit from any Governmental Entity, except (i) in connection with the applicable requirements of the HSR Act and the Foreign Merger Control Laws; (ii) except the filings and consents listed in Section 6.4(b) of the Parent Disclosure Letter; (iii) pursuant to the applicable requirements of the Securities Act and the Exchange Act; (iv) the filing of the Articles of Merger and the Subsequent Articles of Merger with the Secretary of State of the State of Nevada pursuant to the NRS; (v) as set forth on Schedule 4.05, may be required by any applicable state securities or “blue sky” Laws or state takeover Laws; or (vi) pursuant to the rules and regulations of NASDAQ;
(c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or Lien) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them Parent or any of their properties or assets its Subsidiaries may be boundbound and which is filed or was required to be filed as an exhibit to Parent’s annual report on Form 20-F for the year ended December 31, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary 2011 or any of their properties or assetsParent’s subsequently furnished reports on Form 6-K, excluding from the foregoing clauses (ii) and (iii) except for such violations, breaches and defaults (or defaults whichrights of termination, either cancellation or acceleration or Liens) as to which requisite waivers or consents have been obtained; or
(d) assuming that the Permits described in this Section 6.4 are duly and timely obtained or made, violate any Law or Order applicable to Parent or any of its Subsidiaries or Merger Sub or to any of their respective assets; except, in the case of each of clauses (b), (c) or (d) above, as would not, individually or in the aggregate, would not have or reasonably be expected to have a Parent Material Adverse EffectEffect or prevent, prohibit or materially delay, hinder or impair the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Cymer Inc)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements The execution, delivery and performance by the Company of this Agreement and the consummation of the Securities Exchange Act of 1934, as amended, Merger and the rules other transactions contemplated hereby by the Company do not and regulations thereunder will not require the Company or any of its Subsidiaries to procure, make or provide prior to the Closing Date any consent, approval, authorization or permit of, action by, filing with or notification to any United States or foreign national or supranational, state or local governmental or regulatory agency, commission, court, body, entity or authority or any public or private arbitral body or mediator (the "Exchange Act"each, a “Governmental Entity”), other than (bi) expiration the filing of the waiting period under Certificate of Merger, (ii) compliance with the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended 1976 (the "“HSR Act"”), (ciii) compliance with any applicable requirements of any other Antitrust and Foreign Investment Laws set forth on Section 2.2(a)(ii) and Section 3.4(a) of the Company Disclosure Schedules, (iv) compliance with the applicable requirements of the Exchange Act, including the filing and recordation with the SEC of a proxy statement relating to the Georgia Certificate of Merger Company Stockholder Approval (as required by Georgia Lawamended or supplemented from time to time, the “Proxy Statement”), (dv) such filings compliance with the rules and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration regulations of the SharesNASDAQ, and (fvi) such consentsthe Consents set forth on Section 2.2(a)(ii) of the Company Disclosure Schedules (the foregoing clauses (i) through (vi), approvalscollectively, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to“Company Approvals”), and no permitother than any consent, approval, authorization, consent permit, action, filing or approval ofnotification the failure of which to make or obtain would not (A) reasonably be expected to have, any federalindividually or in the aggregate, statea Company Material Adverse Effect or (B) prevent or materially delay the consummation of the Merger.
(b) Assuming compliance with the matters referenced in Section 3.4(a) and receipt of the Company Approvals and the Company Stockholder Approval, localthe execution, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement. Neither the execution hereby, do not and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will not (i) contravene or conflict with the organizational or governing documents of the Company or any of its Subsidiaries, (ii) contravene or conflict with or result in any constitute a violation of any provision of the articles of incorporation, as amended, any Law binding on or bylaws of applicable to the Company or any Subsidiary, of its Subsidiaries or any of their respective properties or assets or (iiiii) except as set forth on Schedule 4.05require consent or notice under any provision of, result in a violation or any breach of, violation of, or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, cancellation or acceleration) acceleration of any material obligation or to the loss of a material benefit under, any Contract that is required to be disclosed on Section 3.18 of the terms, conditions Company Disclosure Schedules or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which permit binding on the Company or any Subsidiary is a party of its Subsidiaries or by which (iv) result in the creation of any Lien (other than Permitted Liens) upon any of them or any of their the properties or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to of the Company, any Subsidiary or any other than, in the case of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iii) violationsiv), breaches any such contravention, conflict, violation, default, termination, cancellation, acceleration, right, loss, or defaults whichLien that would not reasonably be expected to have, either individually or in the aggregate, would not have a Company Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. (a) Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (aSection 5.3(a) applicable requirements of the Securities Exchange Act of 1934, as amendedSeller Disclosure Schedules, and subject to obtaining the rules and regulations thereunder (the "Exchange Act")Required Approvals, (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither neither the execution and delivery of this Agreement or any Ancillary Agreement by the Company Seller or National Grid NE nor the sale of the Shares pursuant to this Agreement nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will or thereby shall (i) conflict with or result in any violation breach of any provision of the articles certificate of incorporation, as amended, bylaws or bylaws other organizational documents of the Company Seller, National Grid NE or any Subsidiary, the Company; (ii) except as set forth on Schedule 4.05violate any Law, Permit or Governmental Order applicable to the Seller, National Grid NE or the Company, which violation would have a Material Adverse Effect or materially impair or delay the ability of Seller or National Grid NE to perform its obligations under this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby; or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or require any consent or notice under any of the terms, conditions or provisions of any noteCompany Agreement or Permit, bondexcept for such defaults (or rights of termination, mortgagecancellation or acceleration) which would not, indentureand such consents and notices the failure to receive or give would not, license, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse EffectEffect or materially impair or delay the ability of Seller or National Grid NE to perform its obligations under this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby.
(b) Except as set forth in Section 5.3(b) of the Seller Disclosure Schedules and except for (i) the filings required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act; (ii) the CFIUS Approval and (iii) any required approvals of the NHPUC (the filings and approvals referred to in clauses (i) through (iii) above and set forth on Section 5.3(b) of the Seller Disclosure Schedules are collectively referred to as the “Seller Required Regulatory Approvals”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority is necessary for the consummation by the Seller or National Grid NE of the transactions contemplated by this Agreement, other than (A) such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not obtained or made, would not, individually or in the aggregate, have a Material Adverse Effect or materially impair or delay the ability of the Seller or National Grid NE to perform its obligations under this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby and (B) those requirements which become applicable to the Seller as a result of the specific regulatory status of the Buyer (or any of its Affiliates) or as a result of any other facts that specifically relate to the business or activities in which the Buyer (or any of its Affiliates) is or proposes to be engaged.
Appears in 1 contract
Sources: Stock Purchase Agreement (Algonquin Power & Utilities Corp.)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto The execution and except for delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by Bellwether of its obligations hereunder will not:
(a) subject to the obtaining the Bellwether Stockholders' Approval and other approvals as expressly contemplated by Section 7.13(b), conflict with any provision of Bellwether's certificate of incorporation or bylaws or the certificates of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries;
(b) subject to obtaining the Bellwether Stockholders' Approval and other approvals as expressly contemplated by Section 7.13(b), require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any Governmental Authority, except for applicable requirements of the Securities Act, the Exchange Act of 1934Act, as amendedstate laws relating to takeovers, if applicable, state securities or blue sky laws, and the rules and regulations thereunder Customary Post-Closing Consents or (the "Exchange Act"), (bii) expiration except as set forth in Section 5.4(b) of the waiting period under the ▇▇▇▇Bellwether Disclosure Schedule, any third party other than a Governmental Authority, other than such non-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976Governmental Authority third party consents, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consentswaivers, approvals, orders, authorizationsauthorizations and permits that would not (i) result in a Bellwether Material Adverse Effect, notifications(ii) materially impair the ability of Bellwether or any of its Subsidiaries, registrationsas the case may be, declarations and filings as may be required to perform its obligations under the corporation, takeover this Agreement or blue sky laws of various states, no filing with any Voting Agreement or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for (iii) prevent the consummation by the Company of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company ;
(c) except as set forth in Section 5.4(c) of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or Bellwether Disclosure Schedule, result in any violation of any provision or the breach of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute a default (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bondlease, mortgage, indenture, license, agreement or other instrument or obligation to which the Company Bellwether or any Subsidiary of its Subsidiaries is a party or by which Bellwether or any of them its Subsidiaries or any of their respective properties or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) except for such violations, breaches breaches, defaults, or defaults rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, either individually or in the aggregate, would not have (i) result in a Bellwether Material Adverse Effect., (ii) materially impair the ability of Bellwether or any of its Subsidiaries to perform its obligations under this Agreement or
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of Subject to obtaining the Securities Exchange Act of 1934Required Approvals, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither neither the execution and delivery of this Agreement or any Ancillary Agreement by the Company Buyer nor the purchase of the Shares pursuant to this Agreement nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will or thereby shall (i) conflict with or result in any violation breach of any provision of the articles certificate of incorporation, as amended, incorporation or bylaws of the Company or any Subsidiary, Buyer; (ii) except as set forth on Schedule 4.05violate any Law, Permit or Governmental Order applicable to the Buyer, which violation would materially impair or delay the Buyer’s ability to perform its obligations under this Agreement or any Ancillary Agreement or consummate the transactions contemplated hereby or thereby; or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or require any consent or notice under any of the terms, conditions or provisions of any note, bond, mortgage, lease, indenture, license, contract, agreement or other instrument or obligation to which the Company Buyer or any Subsidiary of its Subsidiaries is a party or by which any of them or any of their properties or respective assets may be bound, orexcept for such defaults (or rights of termination, (iiicancellation or acceleration) violate any federalwhich would not, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, materially impair or delay the Buyer’s ability to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.
(b) Except for (i) the filings required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act; (ii) any required approvals under the Federal Power Act; (iii) the CFIUS Approval and (iv) any required approvals of the NHPUC (the filings and approvals referred to in clauses (i) through (iv) above are collectively referred to as the “Buyer Required Regulatory Approvals”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority is necessary for the consummation by the Buyer of the transactions contemplated by this Agreement, other than those declarations, filings, registrations, notices, authorizations, consents or approvals which, if not obtained or made, would not have a Material Adverse Effectnot, individually or in the aggregate, materially impair or delay the Buyer’s ability to perform its obligations under this Agreement or any Ancillary Agreement or consummate the transactions contemplated hereby or thereby.
(c) To the actual knowledge of the Buyer, there are no conditions relating to the Buyer or its Affiliates in existence which, in the good faith judgment of the Buyer, could reasonably be expected to delay or impede satisfaction of the conditions specified in Section 8.2(c) or Section 8.3(c).
Appears in 1 contract
Sources: Stock Purchase Agreement (Algonquin Power & Utilities Corp.)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC Except with respect to the delisting and deregistration of Retained Accounts serviced by the SharesADS Business, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the DOJ Consent or as may be required under the corporation, takeover or blue sky laws of various statesset forth on Schedule 3.6(a), no filing with filing, declaration or prior notice toregistration with, and no permit, authorization, consent consent, waiver, license or approval of, any federalPerson, stateincluding any Governmental Authority, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company ADS Sellers of the transactions contemplated by this Agreement. Neither Agreement except as is not and would not reasonably be expected to be material to the ADS Business, the ADS Assets and the ADS Companies, taken as a whole.
(b) Except with respect to the Retained Accounts serviced by the ADS Business or as set forth on Schedule 3.6(b), neither the execution and delivery of this Agreement by or the Company nor Other Transaction Agreements, the consummation by the Company of the transactions contemplated hereby and thereby, nor the compliance by the Company ADS Sellers with any of the provisions hereof or thereof does or will (i) conflict with or result in any violation breach of any provision of the articles of incorporation, as amended, or bylaws Organizational Documents of the Company ADS Sellers or any Subsidiarythe ADS Companies, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement Contract or other instrument or obligation to which any of the Company or any Subsidiary ADS Sellers is a party or is otherwise bound by and which any of them is applicable to the ADS Assets, the ADS Assumed Liabilities or any of their the ADS Business or to which the ADS Companies is party, is otherwise bound by or is applicable to the properties or assets may be bound, orof the ADS Companies, (iii) give rise to any Encumbrance on any of the properties or assets of any of the ADS Companies or on any of the ADS Assets, or (iv) violate any federalLaw, state, local regulation or foreign order, writ, injunction, decree, statute, rule or regulation Order applicable to the Company, any Subsidiary ADS Companies or any of their the ADS Companies’ properties or assets, excluding from the foregoing ADS Business or the ADS Assets; except in the case of clauses (ii), (iii) and (iii) iv), for conflicts, breaches, violations, breaches defaults or defaults which, either individually or in the aggregate, Encumbrances as is not and would not have reasonably be expected to be material to the ADS Business (in respect of the ADS Assets and the ADS Companies), the ADS Assets and the ADS Companies, taken as a Material Adverse Effectwhole.
Appears in 1 contract
Sources: Securities and Asset Purchase Agreement (Advanced Disposal Services, Inc.)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company Trust nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will will: (i) violate or conflict with or result in any violation breach of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, Trust’s organizational documents; (ii) except as set forth on Schedule 4.05assuming all consents, approvals and authorizations contemplated by subsection (c) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law; or (iii) violate or conflict with, or result in a violation or breach in any material respect of any provision of, or constitute (with require any consent, waiver or without due notice approval or lapse of time or both) result in a default (or give rise to any right of termination, cancellation cancellation, modification or accelerationacceleration (or an event that, with the giving of notice, the passage of time or both, would constitute a default or give rise to any such right) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenturelease, license, agreement material agreement, material contract, indenture or other material instrument or obligation to which the Company or any Subsidiary Trust is a party or by which any of them the Trust or any of their its properties or assets may be bound, or, .
(iiib) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable The Trust has obtained all necessary consents and approvals of the Trust Advisory Committee and Future Claimants’ Representative under the Trust Agreement pursuant to the Companyprocedures set forth in the Trust Agreement prior to the date hereof with respect to the execution, delivery and performance of this Agreement and the Shareholders’ Agreement and the Confirmation and related Collateral Annex by the Trust and for the actions of the Trust contemplated by the Shareholders’ Agreement including with respect to the election of directors.
(c) Except as contemplated by Section 5.01, the execution, delivery and performance of this Agreement by the Trust and the consummation of the transactions contemplated hereby by the Trust does not and will not require any consent, approval, authorization or permit of, or filing with or notification to, any Subsidiary Governmental Authority or any other Person, except any such consent, approval, authorization, permit, filing, or notification the failure of their properties which to make or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, obtain would not have a Material Adverse Effectreasonably prevent, materially impair or delay consummation of any of the transactions contemplated hereby.
Appears in 1 contract
Sources: Purchase and Sale Agreement (TPG Advisors VI, Inc.)
Consents and Approvals; No Violation. Except Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 and in Section 3.14 have been obtained and all filings and obligations described in this Section 3.4 and in Section 3.14 have been made, except as set ------------------------------------ forth on Schedule 4.05 hereto in Section 3.4 of the Company Disclosure Schedule, the execution and except for delivery of this Agreement does not, and the consummation of the Transactions and compliance with the provisions of this Agreement will not, (a) applicable requirements result in any violation of, or default (with or without notice or lapse of time, or both) under any provision of, or the acceleration of any obligation under, or the termination or material alteration of (i) the Company Charter or the Company Bylaws, (ii) any provision of the Securities Exchange Act comparable charter or organization documents of 1934, as amended, and any of the rules and regulations thereunder (the "Exchange Act")Company’s Subsidiaries, (b) expiration result in any material violation of, or material default (with or without notice or lapse of time, or both) under any provision of, or the acceleration of any material obligation under, or the termination or material alteration of (i) any material loan or credit agreement, note, lease, license, permit or other material agreement applicable to the Company or any of its Subsidiaries, (ii) any Law applicable to the Company or any of its Subsidiaries or any of their respective material properties or assets, or (c) result in the creation or imposition of any material Lien on any asset of the waiting period under Company or any of its Subsidiaries, other than: (w) Liens that are disclosed in the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act Company Disclosure Schedule, (x) liens for Taxes, fees, levies, duties or other governmental charges of 1976any kind which are not yet due and payable, as amended (y) liens for mechanics, materialmen, laborers, employees, suppliers or similar liens arising by operation of Law for amounts which are owed, but not yet delinquent, and (z) in the "HSR Act"case of real property, any matters, restrictions, covenants, conditions, limitations, rights, rights of way, encumbrances, encroachments, reservations, easements, agreements and other matters of record, such state of facts of which an accurate survey of the property would reveal ((w), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Lawx), (dy) such filings and consents as may be required under any environmental law pertaining to any notification(z) collectively, disclosure or required approval triggered “Permitted Liens”). The execution, delivery and performance by the Merger or the transactions contemplated by Company of this Agreement, (e) filing with, Agreement and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated Transactions require no action by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach respect of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) underfiling with, any Governmental Entity except for (A) compliance with the provisions of the termsExchange Act, conditions or provisions (B) the filing of any note, bond, mortgage, indenture, license, agreement or the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other instrument or obligation to states in which the Company or any Subsidiary of its Subsidiaries is a party or by qualified to do business, (C) applicable requirements, if any, of Nasdaq, and (D) such other consents, orders, authorizations, registrations, declarations and filings the failure of which any of them to be obtained is not reasonably likely to be materially adverse to the Company or any of their properties its Subsidiaries, prohibit the Company from performing its obligations under this Agreement or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to prevent the Company, any Subsidiary or consummation of any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse EffectTransactions.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by the Company do not and will not require the Company or any of its Subsidiaries to procure, make or provide prior to the Closing Date any consent, approval, authorization or permit of, action by, filing with or notification to any United States or foreign national or supranational, state or local governmental or regulatory agency, commission, court, body, entity or authority or any public or private arbitrator or arbitral body (each, a “Governmental Entity”), other than (i) the filing of the Certificate of Merger with the Department of State of the State of New York as required by the NYBCL, (ii) compliance with the applicable requirements of the Securities Exchange Act Act, including the filing with the SEC of 1934a proxy statement relating to the Company Shareholder Approval (as amended or supplemented from time to time, as amended, the “Proxy Statement”) and (iii) compliance with the rules and regulations thereunder of the OTCQX (the "Exchange Act"foregoing clauses (i) through (iii), collectively, the “Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not (A) reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or (B) prevent or materially delay the consummation of the Merger.
(b) expiration Assuming compliance with the matters referenced in Section 3.4(a) and receipt of the waiting period under Company Approvals and the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976Company Shareholder Approval, as amended (the "HSR Act")execution, (c) the filing delivery and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered performance by the Merger or the transactions contemplated by Company of this Agreement, (e) filing with, Agreement and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the Merger and the other transactions contemplated by this Agreement. Neither the execution hereby, do not and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will not (i) contravene or conflict with the organizational or governing documents of the Company or any of its Subsidiaries, (ii) contravene or conflict with or result in any constitute a violation of any provision of the articles of incorporation, as amended, any Law binding on or bylaws of applicable to the Company or any Subsidiaryof its Subsidiaries or any of their respective properties or assets, (iiiii) except as set forth on Schedule 4.05, result in a any violation or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of payment, approval, notice, amendment, modification, termination, cancellation or acceleration) under, any of the terms, conditions or provisions acceleration of any notematerial obligation, bondor to the loss of a material benefit, mortgage, indenture, license, agreement or other instrument or obligation to which under any Company Material Contract binding on the Company or any Subsidiary is of its Subsidiaries (or require a party consent relating to the foregoing), or by which (iv) result in the creation of any Lien (other than Permitted Liens) upon any of them or any of their the properties or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to of the Company, any Subsidiary or any other than, in the case of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iii) violationsiv), breaches any such contravention, conflict, violation, default, termination, cancellation, acceleration, right, loss, or defaults whichLien that would not reasonably be expected to have, either individually or in the aggregate, would not have a Company Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Enzo Biochem Inc)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements Assuming the truth and accuracy of the Securities Exchange Act of 1934, as amended, representations and the rules and regulations thereunder (the "Exchange Act"warranties set forth in Section 6.03(a), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement and the Transaction Documents to which the Corporation is or will be a party does not, and the performance by the Company nor Corporation of this Agreement and the Transaction Documents to which the Corporation is or will be a party and the consummation by the Company of the transactions contemplated hereby nor compliance and thereby by the Company Corporation will not, require the Corporation to obtain any consent, approval, clearance, authorization or permit of, or to make any filing with or notification to (“Consent”), any judicial, legislative, executive, regulatory, administrative authority, agency, bureau, department, commission, court or other governmental entity or authority, whether local, state, provincial, federal or foreign (any such governmental entity or authority, a “Governmental Authority”), except (i) for compliance with the applicable requirements, if any, of the provisions hereof HSR Act and any other Antitrust/FDI Laws, (ii) for such filings as may be required by any applicable federal or state securities or “blue-sky” Laws, (iii) for the filing of the Corporation Certificate of Merger with the Secretary of State of the State of Delaware and (iv) for those Consents the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect.
(b) The execution and delivery of this Agreement and the Transaction Documents to which the Corporation is or will be a party by the Corporation does not, and the performance by the Corporation of this Agreement and the Transaction Documents to which the Corporation is or will be a party and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with or result in any violation of any provision violate the Organizational Documents of the articles of incorporation, as amended, or bylaws of the Company or any SubsidiaryCorporation, (ii) except as set forth on Schedule 4.05conflict with or violate the Organizational Documents of any Subsidiary of the Corporation, (iii) assuming receipt of the Consents of Governmental Authorities referred to in Section 5.06(a) and Section 6.03(a), violate any Law, or any administrative decision or award, judgment, injunction, order, writ, ruling or decree of any arbitrator, mediator or Governmental Authority (“Order”), in each case, applicable to the Corporation or any of its Subsidiaries, (iv) result in a violation the creation or imposition of any material Lien (other than Permitted Liens) upon any assets or any of the equity of the Corporation or any of its Subsidiaries or (v) result in any breach of, or constitute a material default (with or an event that without due notice or lapse of time or both) both would constitute a default (or give rise to any right of termination, cancellation or accelerationdefault) under, result in the termination or acceleration of, create in any of party the termsright to accelerate, conditions terminate, modify or provisions of cancel, or require any notenotice or consent under any Material Contract required to be disclosed pursuant to Sections 5.12(a) and 5.12(b), bondLease or any Permit, mortgageFAA Permit, indenturePMA, license, agreement or other instrument or obligation DER Repair to which the Company or any Subsidiary is a party or by which any of them Corporation or any of their properties or assets may be boundits Subsidiaries is a party, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to except in the Company, any Subsidiary or any case of their properties or assets, excluding from the foregoing clauses (ii) and through (iiiv) above, for such conflicts, violations, breaches or defaults which, either individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Heico Corp)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements The execution, delivery and performance by the Company of this Agreement and the consummation of the Securities Exchange Act of 1934, as amended, Merger and the rules other transactions contemplated hereby by the Company do not and regulations thereunder will not require the Company or any of its Subsidiaries to procure, make or provide prior to the Closing Date any consent, approval, authorization or permit of, action by, filing with or notification to any United States or foreign national or supranational, state or local governmental or regulatory agency, commission, court, body, entity or authority or any public or private arbitral body (the "Exchange Act"each, a “Governmental Entity”), other than (bi) expiration the filing of the waiting period under Certificate of Merger, (ii) compliance with the ▇H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended 1976 (the "“HSR Act"”), (ciii) compliance with any applicable requirements of any other Antitrust and Foreign Investment Laws of the jurisdictions set forth on Section 3.4(a) of the Company Disclosure Schedules, (iv) compliance with the applicable requirements of the Exchange Act, including the filing and recordation with the SEC of a proxy statement relating to the Georgia Certificate of Merger Company Stockholder Approval (as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining amended or supplemented from time to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval oftime, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares“Proxy Statement”), and (fv) such consentscompliance with the rules and regulations of NYSE (the foregoing clauses (i) through (v), approvalscollectively, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to“Company Approvals”), and no permitother than any consent, approval, authorization, consent permit, action, filing or approval ofnotification the failure of which to make or obtain would not (A) reasonably be expected to have, any federalindividually or in the aggregate, statea Company Material Adverse Effect or (B) prevent or materially delay the consummation of the Merger.
(b) Assuming compliance with the matters referenced in Section 3.4(a) and receipt of the Company Approvals and the Company Stockholder Approval, localthe execution, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement. Neither the execution hereby, do not and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will not (i) contravene or conflict with the organizational or governing documents of the Company or any of its Subsidiaries, (ii) contravene or conflict with or result in any constitute a violation of any provision of the articles of incorporation, as amended, any Law binding on or bylaws of applicable to the Company or any Subsidiary, of its Subsidiaries or any of their respective properties or assets or (iiiii) except as set forth on Schedule 4.05, result in a any violation or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, cancellation or acceleration) acceleration of any material obligation or to the loss of a material benefit under, any of the terms, conditions Company Material Contract or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which permit binding on the Company or any Subsidiary is a party of its Subsidiaries or by which (iv) result in the creation of any Lien (other than Permitted Liens) upon any of them or any of their the properties or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to of the Company, any Subsidiary or any other than, in the case of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iii) violationsiv), breaches any such contravention, conflict, violation, default, termination, cancellation, acceleration, right, loss, or defaults whichLien that would not reasonably be expected to have, either individually or in the aggregate, would not have a Company Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (UserTesting, Inc.)
Consents and Approvals; No Violation. Except The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by Belco of its obligations hereunder will not:
(a) subject to obtaining the Belco Stockholders' Approval as set ------------------------------------ forth on Schedule 4.05 hereto and contemplated by Section 7.11 hereof, conflict with any provision of the articles of incorporation or bylaws of Belco or the certificates of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries;
(b) subject to obtaining the Belco Stockholders' Approval as contemplated by Section 7.11 hereof, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, any governmental or regulatory authority or agency (a "Governmental Authority"), except for (ai) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-Hart-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR Act"), (cii) the filing and recordation of the Georgia Nevada Articles of Merger with the Nevada Secretary of State and the Delaware Certificate of Merger as required by Georgia Lawwith the Delaware Secretary of State, (diii) such filings the filing of the Registration Statement and consents the Proxy Statement/Prospectus (as may be required under any environmental law pertaining to any notificationeach is defined in Section 4.21 hereof) with the SEC in accordance with the Exchange Act of 1934, disclosure or required approval triggered by as amended (the Merger or the transactions contemplated by this Agreement"Exchange Act"), (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (fiv) such consents, approvals, orders, authorizations, notifications, registrationsauthorizations and regulations, declarations and filings as may be required under the corporation, takeover applicable state securities or blue sky laws laws, (v) such governmental or tribal consents, qualifications or filings as are customarily obtained or made following the transfer of various statesinterests in oil and gas properties ("Customary Post Closing Consents") and (vi) approvals and registrations that, no filing with if not obtained or prior notice tomade, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company would not be reasonably expected to have a Belco Material Adverse Effect;
(c) except as set forth in Section 4.4(c) of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or Belco Disclosure Schedule, result in any violation of any provision or the breach of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute a default (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, forfeiture, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. Except The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and the performance by the Company of its obligations hereunder will not:
(a) subject to the obtaining of any requisite approvals of the Company's stockholders as set ------------------------------------ forth on Schedule 4.05 hereto and contemplated by Section 1.5 hereof, conflict with or violate any provision of the Company's articles of incorporation or bylaws;
(b) require any consent, approval, order, authorization or permit of, or registration, filing or notification to, any governmental or regulatory authority or agency (a "GOVERNMENTAL ENTITY"), except for (ai) applicable requirements the filing of a premerger notification and report form by the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period Company under the ▇▇▇▇-Hart-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR ActACT"), (cii) the filing with the SEC of (x) the Company Proxy Statement relating to the approval and recordation adoption by the Company's stockholders of the Georgia Certificate of Merger as and this Agreement, if such approval and adoption is required by Georgia Lawlaw, and (dy) such filings reports under Sections 13 and consents 16 of the Securities Exchange Act of 1934, as amended ("EXCHANGE ACT"), as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by in connection with this Agreement, (e) filing with, the Stockholder Agreements and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance and thereby, (iii) obtaining all necessary approvals under applicable Gaming Laws, including those required by the Company with any Gaming Authorities, (iv) the filing of the provisions hereof will Articles of Merger with the Secretary of State of the State of Nevada, and (iv) such additional actions or filings which, if not taken or made, would not, individually or in the aggregate, have a Company Material Adverse Effect;
(c) except as disclosed on SCHEDULE 4.6(c), result in any conflict with or result in any violation of any provision or the breach of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute a default (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) acceleration or guaranteed payments under or to a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, indenture, lease, mortgage, indenturelicense, licensefranchise, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them the Company or any of their its properties or assets may be bound, orexcept for such conflicts, violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or will be obtained prior to the Effective Time or which, individually or in the aggregate, would not result in a Company Material Adverse Effect;
(iiid) violate the provisions of any federal, state, local or foreign order, writ, injunction, judgment, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not have such a manner as to result in a Company Material Adverse Effect; or
(e) result in the creation of any lien, charge or encumbrance upon any shares of capital stock, properties or assets of the Company under any agreement or instrument to which the Company is a party or by which the Company is bound.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto The execution and except for delivery of this Agreement by the Company and the Shareholders, the consummation of the transactions contemplated hereby and the performance by the Company and the Shareholders of their obligations hereunder will not:
(a) conflict with any provision of the Articles of Incorporation or Bylaws (or other similar charter documents) of the Company;
(b) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) the Governmental Filings (as defined in SECTION 5.4) (ii) compliance with any applicable requirements of the Securities Act of 1933; (iii) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended, and ; (iv) compliance with any applicable state securities laws; (v) the rules and regulations thereunder (the "Exchange Act"), (b) expiration approval of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act Texas Department of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, Insurance; and (fvi) where the failure to obtain such consents, approvals, orders, authorizations, notifications, registrations, declarations and authorizations or permits or the failure to make such filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will notifications would not result in a Material Adverse Change;
(ic) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05with, result in a violation or the breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or guaranteed payments) under, under any of the terms, conditions or provisions of any note, bondlease, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary of the Shareholders is a party or by which any of them the Company or any of their properties its Shareholders or any of its assets may be bound, orexcept for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not result in a Material Adverse Change;
(iiid) conflict with or violate the provisions of any federal, state, local or foreign order, writ, injunction, judgment, decree, statute, rule or regulation applicable to the Company, any Subsidiary Company or any of their properties or assets, excluding from the foregoing clauses Shareholders; or
(iie) and (iii) violations, breaches or defaults which, either individually or result in the aggregatecreation of any lien, would not have charge or encumbrance upon any shares of capital stock or assets of the Company under any agreement or instrument to which the Company is a Material Adverse Effectparty or by which the Company is bound.
Appears in 1 contract
Sources: Stock Purchase Agreement (Safeguard Health Enterprises Inc)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth disclosed on Schedule 4.05 hereto and except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"4(d), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor and related documents do not, and the consummation by the Company of the integrated transactions contemplated hereby nor compliance and the performance by the Company with any PGE of the provisions hereof its obligations thereunder will not:
(i) conflict with or violate any provisions of PGE's Articles of Incorporation or Bylaws;
(ii) require any consent, approval, order, authorization, receipt, clearance or permit of, or registration, filing or notification to, any governmental or regulatory authority or agency, except for (A) necessary approvals under the Nevada Gaming Control Act and any other applicable gaming or liquor law, including those required by the Nevada Gaming Authorities and liquor regulatory authorities (B) the filing of notifications required by NRS Sections 612.690 and 612.695 and the production by PGE of a receipt issued by the Administrator of the Employment Security Division of the Department of Employment, Training and Rehabilitation of the State of Nevada showing that all contributions and forfeits required of PGE have been paid, and (C) making available PGE's business records to the Nevada Department of Taxation pursuant to NRS Section 360.525.
(iii) result in any conflict with or violation of any provision or the breach of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute a default (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) acceleration or guaranteed payments under or to a loss of a material benefit under, any of the terms, conditions or provisions of any contract, guarantee, note, bond, indenture, lease, mortgage, indenturedeed of trust, security or financing agreement, license, franchise, agreement or other instrument or obligation to which the Company or any Subsidiary PGE is a party or by which any of them or any of their properties or assets PGE may be bound, orexcept for such conflicts, violations, breaches, defaults, or rights of termination, cancellation, rights of first refusal or acceleration, or losses as to which requisite waivers or consents have been obtained or will be obtained prior to and delivered at the Closing;
(iiiiv) violate the provisions of any federal, state, local or foreign order, writ, injunctionOrder, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses PGE; or
(iiv) and (iii) violations, breaches or defaults which, either individually or result in the aggregatecreation of any lien, would not have charge or encumbrance upon the Casino Operation, Acquired Assets, the Premises or the Integral Properties and Assets under any agreement or instrument to which PGE is a Material Adverse Effectparty or by which PGE is bound.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company Seller nor the consummation by the Company Seller of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision of the articles certificate of incorporation, as amendedbylaws, certificate of formation, limited liability company agreement or partnership agreement of the Target Entities, or bylaws of the Company or any Subsidiary, (ii) except as assuming receipt of the consents set forth on Schedule 4.054.3(a) (the “Material Seller Consents”) and Seller’s Required Regulatory Approvals, result in a violation require any material consent, approval, authorization, waiver of any right of first refusal, right of first offer or breach similar preemptive right, or permit of, or constitute (with filing with, any Person, or without due notice or lapse of time or both) result in a default (or give rise to any right of termination, consent, cancellation or acceleration) under, under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, licenselease, material agreement or other instrument or obligation to which Seller, any of the Company or any Subsidiary Target Entities is a party or by which any of them or any of their properties or assets it may be bound, or, or (iii) violate constitute violations in any federalmaterial respect of any law, stateregulation, local or foreign order, writ, injunction, decree, statute, rule judgment or regulation decree applicable to Seller or any Target Entity.
(b) Except as set forth on Schedule 4.3(b), (the Companyfilings and approvals referred to in Schedule 4.3(b) are collectively referred to as the “Seller’s Required Regulatory Approvals”), no consent or approval of, filing with, or notice to, any Subsidiary Governmental Authority by or for Seller or any Target Entity is necessary for the execution and delivery of this Agreement by Seller, or the consummation by Seller of the transactions contemplated hereby, other than (i) such consents, approvals, filings or notices which, if not obtained or made, will not prevent Seller or any of their properties or assets, excluding the Target Entities from the foregoing clauses performing its material obligations hereunder and (ii) and such consents, approvals, filings or notices which become applicable to Seller or any Target Entity as a result of the specific regulatory status of Buyer (iiior any of its Affiliates) violations, breaches or defaults which, either individually as a result of any other facts that specifically relate to the business or activities in the aggregate, would not have a Material Adverse Effectwhich Buyer (or any of its Affiliates) is or proposes to be engaged.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Black Hills Corp /Sd/)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such Assuming that all consents, approvals, ordersauthorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, authorizationsexcept as set forth in Section 3.4 of the Company Letter, notificationsthe execution and delivery of this Agreement and the Company Ancillary Agreements by the Company do not, registrationsand the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, declarations and filings as may be required under the corporationresult in any violation of, takeover or blue sky laws of various states, no filing default (with or prior without notice toor lapse of time, and no or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Charter or the Company Bylaws, (ii) the comparable charter or organizational documents of any of the Company’s Subsidiaries, (iii) any material loan or credit agreement, note, bond, mortgage, indenture, guaranty, lease or other material agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (iv) any judgment, order, decree, injunction, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. No filing or registration with, or authorization, consent or approval of, any federal, state, local, foreign Governmental Entity is required by or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by with respect to the Company or any of the transactions contemplated by this Agreement. Neither its Subsidiaries in connection with the execution and delivery of this Agreement or the Company Ancillary Agreements by the Company nor or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement or the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will Ancillary Agreements, except (i) conflict with in connection, or result in any violation of any provision compliance with, the provisions of the articles of incorporation, as amended, or bylaws of the Company or any SubsidiaryHSR Act, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any for the filing of the terms, conditions or provisions Certificate of any note, bond, mortgage, indenture, license, agreement or Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other instrument or obligation to states in which the Company or any Subsidiary of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, orqualified to do business, (iii) violate any federalfor State Takeover Approvals, state(iv) for such filings as may be required in connection with the taxes described in Section 5.7, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iiiv) violationsfor applicable requirements, breaches or defaults whichif any, either individually or in the aggregate, would not have a Material Adverse Effectunder foreign laws.
Appears in 1 contract
Sources: Merger Agreement (Tellabs Inc)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) Neither the execution and delivery of this Agreement, nor the consummation by the Company of the transactions contemplated hereby will:
(i) conflict with or result in any breach of any provision of the Company Articles or Company Bylaws or the respective organizational documents of any of the Company’s Subsidiaries;
(ii) assuming the accuracy of the representations set forth in Section 6.4(b), require any license, consent, approval, authorization or permit of, or filing with or notification to any Governmental Entity (“Permits”), except (A) in connection with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "“HSR Act"), ”) and the Foreign Merger Control Laws; (cB) pursuant to the applicable requirements of the Securities Act and the Exchange Act; (C) the filing and recordation of the Georgia Certificate Articles of Merger as required by Georgia Law, with the Secretary of State of the State of Nevada pursuant to the NRS and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business; (dD) such filings and consents as may be required under by any environmental law pertaining to any notification, disclosure applicable state securities or required approval triggered by the Merger “blue sky” Laws or the transactions contemplated by this Agreement, state takeover Laws; or (eE) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect pursuant to the delisting rules and deregistration regulations of the Shares, and NASDAQ;
(f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (iiiii) except as set forth on Schedule 4.05in Section 5.4(a)(iii) of the Company Disclosure Letter, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) underacceleration or Lien), or require any consent or notice under any of the terms, conditions or provisions of any noteCompany Contract, bondexcept for such violations, mortgagebreaches and defaults (or rights of termination, indenture, license, agreement cancellation or other instrument acceleration or obligation Liens) as to which requisite waivers or consents have been obtained; or
(iv) assuming that the Permits described in this Section 5.4 are duly and timely obtained or made and the Company Stockholder Approval has been obtained prior to the consummation of the transactions contemplated hereby, violate any Law or Order applicable to the Company or any Subsidiary is a party of its Subsidiaries, or by which any of them or to any of their properties or assets may be boundrespective assets; except, orin the case of each of clauses (ii), (iii) violate any federalor (iv) above, stateas would not, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not have or reasonably be expected to have a Company Material Adverse EffectEffect or prevent, prohibit or materially delay, hinder or impair the consummation of the transactions contemplated by this Agreement.
(b) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s or its Subsidiaries’ securities necessary to approve this Agreement and the Merger.
Appears in 1 contract
Sources: Merger Agreement (Cymer Inc)
Consents and Approvals; No Violation. Except as set Neither the ------------------------------------ forth on Schedule 4.05 hereto execution and except for (a) applicable requirements delivery of this Agreement by the Company nor the consummation by the Company of the Securities Exchange Act transactions contemplated hereby will (i) conflict with or result in any breach of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration any provision of the waiting period under respective Articles of Incorporation (or other similar documents) or By-Laws (or other similar documents) of the Company or any of its subsidiaries; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority or any other Person, except (A) in connection with the applicable requirements, if any, of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (cB) pursuant to the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, (C) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Lawand the Articles of Merger pursuant to the DGCL and the BCA, respectively, and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, (dD) such filings and consents as may be required under any environmental environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (eas set forth in Section 5.1(e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the SharesCompany Disclosure Schedule, and (fE) such the consents, approvals, orders, authorizations, notifications, registrations, declarations and filings required under the laws of foreign countries, as set forth in Section
5.1 (e) of the Company Disclosure Schedule, (F) the approval of the holders of a majority of the outstanding Shares required by the BCA and the Company's Articles of Incorporation, (G) such filings as may be required under with the corporationNASDAQ National Market or (H) where the failure to obtain such consent, takeover approval, authorization or blue sky laws of various states, no filing with or prior notice to, and no permit, authorizationor to make such filing or notification, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for would not in the consummation by aggregate have a Material Adverse Effect with respect to the Company and its subsidiaries or adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will hereby; (i) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (iiiii) except as set forth on Schedule 4.05in Section 5.1(e) of the Company Disclosure Schedule, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or result in the creation of any lien or other charge or encumbrance) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them its subsidiaries or any of their properties or assets may be bound, orexcept for such violations, breaches and defaults (iiior rights of termination, cancellation or acceleration or creations of lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have a Material Adverse Effect with respect to the Company and its subsidiaries or adversely affect the ability of the Company to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.1(e) are duly and timely obtained or made and the approval of the Merger and the approval of this Agreement by the Company's stockholders has been obtained, violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary Company or any of its subsidiaries or to any of their properties or respective assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or except for violations which would not in the aggregate, would not aggregate have a Material Adverse EffectEffect with respect to the Company and its subsidiaries or adversely affect the ability of the Company to consummate the transactions contemplated hereby. Except as set forth in Section 5.1(e) of the Company Disclosure Schedule, the Company does not know of any pending or proposed legislation, regulation or order (other than those affecting businesses such as the Company's generally) applicable to the Company or any of its subsidiaries or to the conduct of the business or operations of the Company or any of its subsidiaries which, if enacted or adopted, could have a Material Adverse Effect with respect to the Company and its subsidiaries.
Appears in 1 contract
Sources: Merger Agreement (Toys R Us Inc)
Consents and Approvals; No Violation. Except No Governmental Approval is required on the part of the Purchaser for the execution and delivery by the Purchaser of this Agreement or any Ancillary Agreements to which it is party and the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, except (i) as set ------------------------------------ forth listed on Schedule 4.05 hereto and except for Section 5.03 of the Disclosure Letter; or (aii) compliance with any applicable requirements of the Securities Exchange HSR Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (bany Investment Laws listed on Section 6.04(a) expiration of the waiting period under Disclosure Letter. Assuming compliance with the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended items described in clauses (the "HSR Act"), i) and (cii) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Lawpreceding sentence, (d) such filings neither the execution, delivery and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery performance of this Agreement or any Ancillary Agreement by the Company Purchaser nor the consummation by the Company Purchaser of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof or thereby will (iA) conflict with or result in any breach or violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiaryits organizational documents, (iiB) except as set forth on Schedule 4.05, result in a breach or violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation Contract to which the Company or any Subsidiary Purchaser is a party or by which any of them the Purchaser or any of their its properties or assets may be bound, or, bound or (iiiC) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company, any Subsidiary Purchaser or any of their its properties or assets, excluding from except in the foregoing case of each of clauses (B) and (C), for breaches or violations, defaults, Liens or rights that would not reasonably be expected to (i) prevent or materially delay any of the transactions contemplated hereby or (ii) and (iii) violations, breaches or defaults which, either individually or in materially impair the aggregate, would not have a Material Adverse Effectability of the Purchaser to perform its obligations under this Agreement.
Appears in 1 contract
Sources: Contribution and Equity Purchase Agreement (McAfee Corp.)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the The execution and delivery of this Agreement by the Company nor Company, the consummation by the Company of the transactions contemplated hereby nor compliance (including completion of the Financing on the terms set forth in the Financing Letters) and the performance by the Company with any of the provisions hereof its obligations hereunder will not:
(ia) conflict with or result in any violation breach of any provision of the articles Company's Certificate of incorporationIncorporation or the Bylaws or other organizational documents;
(b) require any consent, as amendedapproval, order, authorization or permit of, or bylaws registration, filing with or notification to, any Governmental Authority or any private third party except for (i) the filing of a pre-merger notification and report form by the Company under the HSR Act, (ii) the filing with the SEC of (A) a proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the "Company Proxy Statement"), (B) a Rule 13e-3 transaction statement on Schedule 13E-3 (the "Schedule 13E-3"), and (C) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iii) any registration, filing or notification required pursuant to state securities or Blue Sky laws, and (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in connection with the Merger;
(c) result in the creation or imposition of any material Lien on any asset of the Company or any Subsidiary, of its Subsidiaries or Affiliated Entities;
(iid) except as set forth on Schedule 4.05, result in a any violation of or the breach of, of or constitute a default (with or without due notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation or accelerationacceleration or guaranteed payments under or to, a loss of a material benefit or result in the creation or imposition of a lien under) under, any of the terms, conditions or provisions of any note, bondlease, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company, any of them its Subsidiaries or any of their properties or assets respective Affiliates may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, losses or the imposition of liens as to which requisite waivers or consents have been obtained or will be obtained prior to the Effective Time or which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; or,
(iiie) violate the provisions of any federal, state, local or foreign order, writ, injunction, judgment, decree, statute, rule or regulation applicable to the Company, any Subsidiary Company or any of their properties or assetsits Subsidiaries, excluding from the foregoing clauses (ii) and (iii) violationsin such a manner as could, breaches or defaults which, either individually or in the aggregate, would not have reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and ------------------------------------ delivery of this Agreement and the License Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof and thereby will (i) (assuming stockholder approval of the Merger as described in Section 3.4 is obtained) conflict with or result in any breach or violation of any provision of the articles Certificate of incorporation, as amended, Incorporation or bylaws Bylaws of the Company or any Subsidiaryof its Subsidiaries, or (ii) except as set forth on Schedule 4.05in Section 3.5 of the Company Disclosure Schedule, result in constitute a violation default (or breach ofan event which, or constitute (with or without due notice or lapse of time or both, would constitute a default) a default (under, or give rise to any a right of termination, consent, approval, cancellation or acceleration) acceleration of any obligation contained in or to the loss of a benefit under, or result in the creation of any lien or other 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, lease, agreement or other instrument or obligation obligation, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to which the Company or any Subsidiary is a party of its Subsidiaries or by to which any of them the Company, its Subsidiaries or any of their properties or assets may be boundsubject, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) except for such violations, breaches conflicts, breaches, terminations, accelerations or defaults whichcreations of liens or other encumbrances, either individually or in the aggregate, would which will not have a Material Adverse EffectEffect or prevent or materially delay consummation of the Merger, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing of a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination or expiration of the waiting periods thereunder, (D) filings required under applicable antitrust laws of any foreign country, (F) filings necessary to comply with state securities or "blue sky" laws, or (G) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation of the Merger.
Appears in 1 contract
Sources: Merger Agreement (Oracle Corp /De/)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto Neither the execution and except for delivery of this Agreement by Parent or Merger Sub, nor the consummation by Parent and Merger Sub of the transactions contemplated hereby will:
(a) conflict with or result in any breach of any provision of the Certificates of Incorporation or Bylaws, respectively, of Parent or Merger Sub or of any of Parent’s Subsidiaries;
(b) require any consent, approval, authorization, permit or filing with or notification to, any Governmental Entity, except (i) in connection with the applicable requirements of the Securities Exchange Act of 1934HSR Act; (ii) the filings and consents with the FCC, as amendedthe IUB, the MPUC, the MPSC and the rules and regulations thereunder NPSC listed in Section 4.4(a)(ii) of Company Disclosure Letter; (iii) pursuant to the "applicable requirements of the Exchange Act"), ; (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (civ) the filing and recordation of the Georgia Certificate Articles of Merger pursuant to the IBCA and the DGCL; (v) as may be required by Georgia Lawany applicable state securities or “blue sky” Laws or state takeover Laws; (vi) such filings, consents, approvals, orders, registrations, declarations and filings as may be required under the Laws of any foreign country in which Parent or any of its Subsidiaries conducts any business or owns any assets; (dvii) such filings and consents as may be required under any environmental law environmental, health or safety Law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, ; (eviii) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect pursuant to the delisting rules and deregistration regulations of the Shares, and NYSE; or (fvii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing except with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will regard to clauses (i) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary), (ii), (iii) except as set forth on Schedule 4.05and (iv), where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect;
(c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) underacceleration or Lien), or require any consent or notice, under any of the terms, conditions or provisions of (i) any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company Parent or any Subsidiary of its Subsidiaries may be bound and which is a party filed as an exhibit to Parent’s annual report on Form 10-K for the year ended December 31, 2008 or by which any of them Parent’s subsequent quarterly reports on Form 10-Q and subsequent current reports on Form 8-K or (ii) any other note, license, agreement or other instrument or obligation to which Parent or any of its Subsidiaries or any of their properties or assets may be bound, except in the case of clause (i) or (ii), for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or Liens) as to which requisite waivers or consents have been obtained or notices have been given or, in the case of clause (iiiii) only, for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or Liens) which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; or
(d) assuming that the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 are duly and timely obtained or made, (A) violate any federalrule or regulation applicable to Parent or any of its Subsidiaries, stateor to any of their respective assets, local except for violations which would not, individually or foreign in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, or (B) violate any material order, writ, injunction, decree, statute, rule decree or regulation statute applicable to the Company, any Subsidiary Parent or any of its Subsidiaries, or to any of their properties or respective assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Iowa Telecommunications Services Inc)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for Neither the execution, delivery or performance by Seller, Alcoa or the Company of this Agreement or the Transaction Documents nor the consummation by Seller, Alcoa or the Company of the transactions contemplated hereby or thereby will:
(a) conflict with or result in any breach of any provision of the articles or certificates of incorporation or by-laws or comparable charter or organizational documents of Seller, Alcoa or the Company;
(b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) in connection with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), (cB) in connection with any state or local tax which is attribut-able to the filing and recordation beneficial ownership of the Georgia Certificate Company’s real property (collectively, the “Gains Taxes”) set forth in Section 4.04(b)(B) of Merger as required by Georgia Lawthe Disclosure Letter, (dC) such filings and consents as may be required under any environmental law Applicable Environmental Law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (eAgreement set forth in Section 4.04(b)(C) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the SharesDisclosure Letter, and (fD) such filings, consents, approvals, orders, authorizations, notifications, registrations, registrations and declarations and filings as may be required under the corporation, takeover merger notification or blue sky laws foreign investment Laws of various states, no filing with any foreign country in which Seller or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company conducts any business or owns any assets set forth in Section 4.04(b)(D) of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will Disclosure Letter;
(i) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (iic) except as set forth on Schedule 4.05in Section 4.04(c) of the Disclosure Letter, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of consent, termination, amendment, modification, cancellation or accelerationacceleration or Encumbrance or loss of a material benefit) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation Material Contract to which the Company or any Subsidiary Alcoa is a party or by which any of them Material Contract, except in any such case where requisite waivers or consents have been obtained; or
(d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.04 are duly and timely obtained or made, violate in any material respect any Law applicable to Seller or the Company, to any of their respective properties or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to including the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse EffectShares).
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) Except for (i) compliance with the applicable requirements of the Securities Act and the Exchange Act of 1934Act, as amended, and (ii) compliance with the rules and regulations thereunder (the "Exchange Act")of NASDAQ, (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ciii) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the SharesMerger, and (fiv) such consentsfilings, approvalsregistrations, ordersnotifications, authorizations, notificationsconsents or approvals the failure of which to make or obtain would not have a Company Material Adverse Effect, registrationsneither the execution, declarations and filings as may be required under the corporation, takeover delivery or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance Transactions will require on the part of the Company any filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity.
(b) Assuming the consents, approvals, qualifications, orders, authorizations and filings referred to in Section 4.6(a) have been made or obtained and subject to the receipt of the Company Stockholder Approval, neither the execution, delivery or performance of this Agreement by the Company with any nor the consummation by the Company of the provisions hereof Transactions will (i) conflict with or result in any violation of violate any provision of the articles certificate of incorporation, as amendedbylaws, memorandum of association, articles of association (or bylaws any equivalent organizational documents) of the Company or any Subsidiaryof its Subsidiaries, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien (except for Permitted Liens) upon any of the respective properties or assets of any Group Company under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, Contract, agreement or other instrument or obligation to which the any Group Company or any Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or, or (iii) assuming the accuracy of the representations in Section 5.9, violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation Law applicable to any of the Company, any Subsidiary Group Companies or any of their properties or assets, excluding from the foregoing except, in each case of clauses (iii) and through (iii) ), for such violations, breaches breaches, defaults, terminations, cancellations, accelerations or defaults whichother occurrences which would not reasonably be expected to have, either individually or in the aggregate, would not have a Company Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto The execution and except for delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by Seagull of its obligations hereunder will not:
(a) subject to the obtaining the Seagull Stockholders' Approval as contemplated by Section 7.13 hereof, conflict with any provision of the articles of incorporation or bylaws of Seagull or the certificates of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries;
(b) subject to obtaining the Seagull Stockholders' Approval as contemplated by Section 7.13 hereof, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any Governmental Authority, except for applicable requirements of the HSR Act, the Securities Exchange Act of 1934Act, as amended, and the rules and regulations thereunder (the "Exchange Act"), state laws relating to takeovers, if applicable, state securities or blue sky laws, laws, rules or regulations administered by the APUC and Customary Post-Closing Consents or (bii) expiration except as set forth in Section 5.4(b) of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976Seagull Disclosure Schedule, as amended (the "HSR Act")any third party other than a Governmental Authority, (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Lawother than such nonGovernmental Authority third party consents, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consentswaivers, approvals, orders, authorizationsauthorizations and permits that would not (i) result in a Seagull Material Adverse Effect, notifications, registrations, declarations and filings as may be required (ii) materially impair the ability of Seagull or any of its Subsidiaries to perform its obligations under the corporation, takeover this Agreement or blue sky laws of various states, no filing with any Ancillary Agreement or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for (iii) prevent the consummation by the Company of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company ;
(c) except as set forth in Section 5.4(c) of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or Seagull Disclosure Schedule, result in any violation of any provision or the breach of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute a default (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bondlease, mortgage, indenture, 30 license, agreement or other instrument or obligation to which the Company Seagull or any Subsidiary of its Subsidiaries is a party or by which Seagull or any of them its Subsidiaries or any of their respective properties or assets may be bound, orexcept for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a Seagull Material Adverse Effect, (ii) materially impair the ability of Seagull or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement;
(d) violate the provisions of any federal, state, local or foreign order, writ, injunction, judgment, decree, statute, rule or regulation applicable to the Company, Seagull or any Subsidiary of Seagull;
(e) result in the creation of any Lien upon any material properties or assets or on any shares of capital stock of Seagull or its Subsidiaries under any agreement or instrument to which Seagull or any of its Subsidiaries is a party or by which Seagull or any of its Subsidiaries or any of their properties or assetsassets is bound; or
(f) result in any holder of any securities of Seagull being entitled to appraisal, excluding from the foregoing clauses (ii) and (iii) violations, breaches dissenters' or defaults which, either individually or in the aggregate, would not have a Material Adverse Effectsimilar rights.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of Other than obtaining the Securities Exchange Act of 1934, as amended, Buyer Required Regulatory -34- 39 Approvals and the rules and regulations thereunder (the "Exchange Act")Seller Required Regulatory Approvals, (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither neither the execution and delivery of this Agreement and the Ancillary Agreements by the Company Buyer nor the consummation purchase by the Company Buyer of the transactions contemplated hereby nor compliance by Purchased Assets pursuant to this Agreement or performance under the Company with any of the provisions hereof Ancillary Agreements will (i) conflict with or result in any violation breach of any provision of the articles Certificate of incorporation, as amended, Limited Partnership or bylaws Limited Partnership Agreement (or other similar governing documents) of the Company or any SubsidiaryBuyer, (ii) except as set forth on Schedule 4.05require any consent, result in a violation approval, authorization or breach permit of, or constitute (filing with or without due notice notification to, any governmental or lapse of time or bothregulatory authority, (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, licenseagreement, agreement lease or other instrument or obligation to which the Company Buyer or any Subsidiary of its subsidiaries is a party or by which any of them or any of their properties or respective assets may be bound, orexcept for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained.
(b) Except for (i) qualification of the Buyer as an exempt wholesale generator under the Energy Policy Act of 1992, without restriction, including no restriction on sales to Affiliates, (ii) authorization to sell power under Section 205 of the FPA, including (Al authorizations required to implement sales under the Ancillary Agreements, and (B) market-based rate approval, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable approval under Section 203 of the FPA to the Company, any Subsidiary or any of their properties or transfer contracts and other jurisdictional assets, excluding from (iv) approval by FERC under Part I of the foregoing FPA of the transfer of FERC project licenses related to, and necessary to operate, the Hydroelectric Assets as currently operated, (v) any necessary PSC approvals, (vi) the filings by the Buyer and the Seller required by the HSR Act and (vii) approval by FERC of the Interconnection Agreement and the Transition Power Agreement and other Ancillary Agreements filed with the FERC (the filings and approvals referred to in clauses (iii) and through (iiivii) violationsare collectively referred to as the "Buyer Required Regulatory Approvals"), breaches no declaration, filing or defaults whichregistration with, either individually or in notice to, or authorization, consent or approval of any governmental or regulatory body or authority is necessary for the aggregate, would not have a Material Adverse Effectconsummation by the Buyer of the transactions contemplated hereby or by the Ancillary Agreements.
Appears in 1 contract
Consents and Approvals; No Violation. Except Assuming that all --------------------------------------- consents, approvals, authorizations and other actions described below in this Section 3(a)(iii) or in Schedule 3(a)(iii) relative to any Government Entity have been obtained and all filings and obligations described below in this Section 3(a)(iii) or in Schedule 3(a)(iii) relative to any Government Entity have been made, and except as set ------------------------------------ forth on described in Schedule 4.05 hereto 3(a)(iii), the execution and delivery of this Agreement by each of Seller and Agway does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof by Seller and Agway will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any Lien upon any of the Acquired Assets under, any provision of (i) the charter or bylaws of Telmark or Agway, (ii) any provision of the comparable charter or organization documents of any of the Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Agway or Seller (other than the Lease Documents) or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Agway or Seller or any of their respective properties or assets. No filing or registration with, or authorization, consent or approval of, any United States or Canadian federal, state or provincial court, commission, governmental body, regulatory agency, authority or tribunal (each, a "GOVERNMENTAL ENTITY") is required by or with respect to Agway or Seller in connection with the execution and delivery of this Agreement by Agway and Seller or is necessary for the consummation of the transactions contemplated by this Agreement, except for (ai) applicable requirements in connection, or in compliance, with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (or the "HSR BHC Act"), (cii) such filings as may be required in connection with the filing and recordation of the Georgia Certificate of Merger as required by Georgia LawTaxes described in Section 7, (diii) such filings and consents as may be required under any environmental law pertaining to any notificationfederal and state finance, disclosure or required lending and banking laws, (iv) approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the SharesBankruptcy Court, and (fv) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result identified in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect3(a)(iii).
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) Assuming the Company Stockholder Approval is obtained (if and to the extent required by applicable requirements Law), except as set forth on Section 5.4(a) of the Securities Exchange Act of 1934Company Disclosure Schedule, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither neither the execution and delivery of this Agreement by the Company Agreement, nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will hereby, will:
(i) violate, breach or conflict with or result in any violation of any provision of the articles Company Articles or Company Bylaws or the respective organizational documents of incorporationany of the Company’s Subsidiaries;
(ii) require any consent, as amendedapproval, authorization or permit of, or bylaws filing with or notification to (“Permits”), any Governmental Entity, except (A) the filings and consents listed on Section 5.4(a) of the Company Disclosure Schedule; (B) pursuant to the applicable requirements of the Securities Act and the Exchange Act; (C) the filing of the Articles of Merger with the Department of State of the Commonwealth of Pennsylvania pursuant to the PBCL and appropriate documents with the relevant authorities of other states in which the Company or any Subsidiaryof its Subsidiaries is authorized to do business; (D) as may be required by any applicable state securities or “blue sky” Laws or state takeover Laws; (E) pursuant to the rules and regulations of NASDAQ; (F) the filing of an informational notice by Merger Sub with the Pennsylvania Securities Commission in order to perfect an exemption from the registration requirements of the Pennsylvania Takeover Disclosure Law, 70 P.S. §71., et seq., pursuant to 70 P.S. §78(a), or (iiG) except as set forth on Schedule 4.05such other Permits, the failure of which to be obtained or made would not have a Company Material Adverse Effect;
(iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) underacceleration or Lien), or require any consent or notice under any of the terms, conditions or provisions of any noteCompany Contract, bondexcept for such violations, mortgagebreaches and defaults (or rights of termination, indenture, license, agreement cancellation or other instrument acceleration or obligation Liens) as to which requisite waivers or consents have been obtained; or
(iv) assuming that the Permits referred to in this Section 5.4 are duly and timely obtained or made, violate any Law, Order or Permit applicable to the Company or any Subsidiary is a party of its Subsidiaries, or by which any of them or to any of their properties or assets may be boundrespective assets; except, or, in the cases of clauses (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Companyand (iv) above, any Subsidiary such violation, default, breach or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, other occurrence that would not have a Company Material Adverse Effect.
(b) Assuming the accuracy of the representations and warranties set forth in Article VI, the affirmative vote of a majority of the votes cast by all holders of shares of Company Common Stock entitled to vote on the adoption of this Agreement as of the record date of the Stockholders Meeting (the “Company Stockholder Approval”) is the only vote of any class or series of Company Capital Stock that may be required in connection with the consummation of the Merger.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the The execution and delivery of ------------------------------------ this Agreement by the Company nor Company, the consummation by the Company of the transactions contemplated hereby nor compliance (including completion of the Financing on the terms set forth in the Financing Letters) and the performance by the Company with any of the provisions hereof its obligations hereunder will not:
(ia) conflict with or result in any violation breach of any provision of the articles Company's Certificate of incorporationIncorporation or the Bylaws or other organizational documents;
(b) require any consent, as amendedapproval, order, authorization or permit of, or bylaws registration, filing with or notification to, any Governmental Authority or any private third party except for (i) the filing of a pre-merger notification and report form by the Company under the HSR Act, (ii) the filing with the SEC of (A) a proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the "Company Proxy Statement"), (B) a Rule 13e-3 transaction statement on Schedule 13E-3 (the "Schedule 13E-3"), and (C) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iii) any registration, filing or notification required pursuant to state securities or Blue Sky laws, and (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in connection with the Merger;
(c) result in the creation or imposition of any material Lien on any asset of the Company or any Subsidiary, of its Subsidiaries or Affiliated Entities;
(iid) except as set forth on Schedule 4.05, result in a any violation of or the breach of, of or constitute a default (with or without due notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation or accelerationacceleration or guaranteed payments under or to, a loss of a material benefit or result in the creation or imposition of a lien under) under, any of the terms, conditions or provisions of any note, bondlease, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company, any of them its Subsidiaries or any of their properties or assets respective Affiliates may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, losses or the imposition of liens as to which requisite waivers or consents have been obtained or will be obtained prior to the Effective Time or which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; or,
(iiie) violate the provisions of any federal, state, local or foreign order, writ, injunction, judgment, decree, statute, rule or regulation applicable to the Company, any Subsidiary Company or any of their properties or assetsits Subsidiaries, excluding from the foregoing clauses (ii) and (iii) violationsin such a manner as could, breaches or defaults which, either individually or in the aggregate, would not have reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "“Exchange Act"”), including the filing with and clearing by the SEC of a proxy statement relating to the Company Stockholders Meeting, as amended or supplemented from time to time (the “Company Proxy Statement”), (b) the filing of a Pre-Merger Notification and Report Form by the Company and the expiration or termination of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), (c) applicable requirements of foreign and supranational laws relating to antitrust and anticompetition clearances, filings or notices, (d) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Delaware Law, (de) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (ef) filing with, and approval of, with the Nasdaq Stock Market NYSE and the SEC with respect to the delisting and deregistration of the Shares, shares of Company Common Stock and (fg) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various statesstates of the United States and jurisdictions outside the United States, no filing with or prior notice to, and no permit, authorization, consent or approval of, any Person, including any federal, state, local, foreign foreign, supranational or other governmental department, court, commission, governmental body, board, bureau, agency agency, tribunal or instrumentality (each, a “Governmental Entity”) is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any violation of any provision of the articles certificate of incorporationincorporation or bylaws of the Company, each as amended, or the certificate of incorporation, bylaws or analogous organizational documents (in the case of the Company or non-corporate entities) of any Subsidiary, each as amended, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or, or (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults whichwhich would not, either individually or in the aggregate, would not have a Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Monsanto Co /New/)
Consents and Approvals; No Violation. Except as set The execution and ------------------------------------ forth on Schedule 4.05 hereto delivery of this Agreement by Advantage and except for the Shareholder, the consummation of the transactions contemplated hereby and the performance by Advantage and the Shareholder of their obligations hereunder will not:
(a) conflict with any provision of the Articles of Incorporation or Bylaws (or other similar charter documents) of Advantage;
(b) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) the Governmental Filings (as defined in Section 5.4) (ii) ----------- compliance with any applicable requirements of the Securities Act of 1933; (iii) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended, and ; (iv) compliance with any applicable state securities laws; (v) the rules and regulations thereunder (the "Exchange Act"), (b) expiration approval of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act applicable Department of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, Insurance; and (fvi) where the failure to obtain such consents, approvals, orders, authorizations, notifications, registrations, declarations and authorizations or permits or the failure to make such filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will notifications would not result in a Material Adverse Change;
(ic) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05with, result in a violation or the breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or guaranteed payments) under, under any of the terms, conditions or provisions of any note, bondlease, mortgage, indenture, license, agreement or other instrument or obligation to which Advantage or the Company or any Subsidiary Shareholder is a party or by which any of them Advantage or its Shareholder or any of their properties or its assets may be bound, orexcept for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not result in a Material Adverse Change;
(iiid) conflict with or violate the provisions of any federal, state, local or foreign order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Advantage or the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses Shareholder; or
(iie) and (iii) violations, breaches or defaults which, either individually or result in the aggregatecreation of any lien, would not have charge or encumbrance upon any shares of capital stock or assets of Advantage under any agreement or instrument to which Advantage is a Material Adverse Effectparty or by which Advantage is bound.
Appears in 1 contract
Sources: Stock Purchase Agreement (Safeguard Health Enterprises Inc)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the The execution and delivery of this Agreement by TAL does not, and the Company nor performance by TAL of this Agreement and the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will not, (i) conflict with or result in any violation of the TAL Charter, the TAL Bylaws or equivalent governing documents of any provision Subsidiary of the articles of incorporation, as amended, or bylaws of the Company or any SubsidiaryTAL, (ii) except as set forth on Schedule 4.05assuming compliance with Section 4.5(b), conflict with or violate any Law or Order applicable to TAL or any Subsidiary of TAL or (iii) result in a violation or any breach of, or constitute a default (or an event that with or without due notice or lapse of time or bothboth would constitute a default) under, or result in the creation of any Lien (other than a default (Permitted Lien) upon any property or give rise to assets of TAL or any right Subsidiary of TAL pursuant to, or result in the amendment, termination, cancellation or accelerationacceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of TAL or any Subsidiary of TAL under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation Contract to which the Company TAL or any a Subsidiary of TAL is a party or by which any party, except, in the case of them or any of their properties or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) ), for such conflicts, violations, breaches or defaults whichthat have not had, either and would not be reasonably expected to have, individually or in the aggregate, would not have a TAL Material Adverse Effect.
(b) The execution and delivery of this Agreement by TAL does not, and the performance by TAL of this Agreement and the consummation of the transactions contemplated hereby will not, require TAL to obtain any consent, approval, Order, authorization or permit of, or to make any filing with or notification to (“Consent”), any Governmental Entity, other than (i) any Consents as may be required under the Securities Act, the Exchange Act or the rules and regulations of the New York Stock Exchange (“NYSE”), including the filing with the SEC of the Proxy Statement and the Form S-4, (ii) the filing of the Delaware Certificate of Merger with the Delaware Secretary of State, (iii) compliance with the applicable requirements, if any, of the HSR Act and any required Consents in any jurisdiction under any Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraining trade or abusing a dominant position (“Merger Control Law”) and (iv) those Consents, the failure of which to be obtained or made would not reasonably be expected to have, individually or in the aggregate, a TAL Material Adverse Effect.
Appears in 1 contract
Sources: Transaction Agreement (TAL International Group, Inc.)
Consents and Approvals; No Violation. Except Assuming that ------------------------------------ all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, and except as set ------------------------------------ forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement and the Stock Option Agreement, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Charter or the Amended and Restated Bylaws of the Company, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii), (iii) or (iv), any such violations, defaults, rights, losses, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Schedule 4.05 hereto the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Stock Option Agreement or prevent the consummation of any of the transactions contemplated hereby or thereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Stock Option Agreement by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement, except for (ai) applicable requirements in connection, or in compliance, with the provisions of the Securities Exchange HSR Act of 1934, as amended, and the rules Securities Act and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (cii) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Lawwith the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (diii) such filings and consents as may be required under any environmental environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement or the Stock Option Agreement, (eiv) filing withsuch filings, authorizations, orders and approval ofapprovals as may be required to obtain the State Takeover Approvals, (v) such filings as may be required in connection with the taxes described in Section 5.10, (vi) applicable requirements, if any, of Blue Sky Laws or the Nasdaq Stock National Market and the SEC with respect to the delisting and deregistration of the Shares, and (fvii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations declarations, approvals and filings as may the failure of which to be required under the corporationobtained or made would not, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse EffectEffect on the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Stock Option Agreement or prevent the consummation of any of the transactions contemplated hereby or thereby.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), including the filing with and clearing by the SEC of a proxy statement relating to the Company Stockholders Meeting, as amended or supplemented from time to time (the "Company Proxy Statement"), (b) the filing of a Pre-Merger Notification and Report Form by the Company and the expiration or termination of the waiting period under the ▇▇▇▇Hart-▇▇▇▇▇Scott-▇▇▇▇▇▇ Rodino Antitrust Improvements Act of 1976, as amended amende▇ (the ▇▇▇ "HSR Act▇▇▇ ▇▇▇"), (c) applicable requirements of foreign and supranational laws relating to antitrust and anticompetition clearances, filings or notices, (d) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Delaware Law, (de) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (ef) filing with, and approval of, with the Nasdaq Stock Market NYSE and the SEC with respect to the delisting and deregistration of the Shares, shares of Company Common Stock and (fg) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various statesstates of the United States and jurisdictions outside the United States, no filing with or prior notice to, and no permit, authorization, consent or approval of, any Person, including any federal, state, local, foreign foreign, supranational or other governmental department, court, commission, governmental body, board, bureau, agency agency, tribunal or instrumentality (each, a "Governmental Entity") is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any violation of any provision of the articles certificate of incorporationincorporation or bylaws of the Company, each as amended, or the certificate of incorporation, bylaws or analogous organizational documents (in the case of the Company or non-corporate entities) of any Subsidiary, each as amended, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or, or (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults whichwhich would not, either individually or in the aggregate, would not have a Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements Assuming the truth and accuracy of the Securities Exchange Act of 1934, as amended, representations and the rules and regulations thereunder (the "Exchange Act"warranties set forth in Section 5.07(a), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party by the Company nor do not, and the consummation performance by the Company of this Agreement and such Ancillary Agreements and the consummation of the transactions contemplated hereby nor compliance and thereby by the Company with will not, require the Company or any of its Subsidiaries to obtain any Consent of any Governmental Authority or any other Person, except (i) for compliance with the provisions hereof applicable requirements, if any, of the HSR Act, (ii) for obtaining the Company Member Consent, (iii) for the filing of the Company Certificate of Merger with the Secretary of State of the State of Delaware, (iv) for the Consents set forth in Schedule 4.06(a), (v) for Consents that are required solely by reason of Parent’s, Merger Sub 1’s or Merger Sub 2’s (as opposed to any other Person’s) participation in the transactions contemplated hereby (which Consents shall be solely the responsibility of Parent, Merger Sub 1 and Merger Sub 2) and (vi) for those Consents, the failure of which to be obtained or made would not reasonably be expected to be material to the Blocker, the Company and its Subsidiaries, taken as a whole.
(b) The execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party by the Company do not, and the performance by the Company of this Agreement and such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by the Company will not (i) conflict with or result violate in any violation material respect the Organizational Documents of the Company, (ii) conflict with or violate the Organizational Documents of any provision Subsidiary of the articles Company, (iii) assuming receipt of incorporationthe Consents of Governmental Authorities referred to in Section 3.04(a) and Section 4.06(a), as amended, conflict with or bylaws of violate any Law or Order applicable to the Company or any Subsidiaryof its Subsidiaries, (iiiv) except as set forth on Schedule 4.05, result in a violation or any breach of, or constitute a default (or an event that with or without due notice or lapse of time or both) both would constitute a default (or give rise to any right of termination, cancellation or accelerationdefault) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation Material Contract to which the Company or any Subsidiary of its Subsidiaries is a party or by which (v) result in the termination, revocation or material impairment of any Permit, except, in the case of them or any of their properties or assets may be bound, orclauses (ii), (iii) violate any federal), state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (iiiv) and (iiiv) above, for such conflicts, violations, breaches or defaults which, either individually or in the aggregate, that would not have reasonably be expected to be material to the Blocker, the Company and its Subsidiaries, taken as a Material Adverse Effectwhole.
Appears in 1 contract
Sources: Merger Agreement (Rite Aid Corp)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 3.05 hereto and except for (a) applicable requirements of the ------------- Securities Exchange Act of 19341933, as amended, and the rules and regulations thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and -------------- the rules and regulations thereunder (the "Exchange Act"), including the filing ------------ with and clearing by the United States Securities and Exchange Commission (the "SEC") of a proxy statement relating to the Company Stockholders Meeting (as ---- defined in Section 5.02 hereof) and the Parent Stockholders Meeting (as defined in Section 6.04 hereof), as amended or supplemented from time to time (the "Proxy Statement"), (b) the filing of a Pre-Merger Notification and Report Form ---------------- by the Company and the expiration or termination of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR --- Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia New York Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this AgreementTransaction, (e) filing with, and approval of, with the Nasdaq American Stock Market Exchange and the SEC with respect to the delisting and deregistration of the Shares, shares of Company Common Stock and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under public utility, telecommunication or payphone laws, rules or regulations of any state or municipality or under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality (each, a "Governmental Entity") is necessary for the consummation by the Company of the transactions contemplated by this Agreement-------------------- Transaction. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any violation of any provision of the articles certificate of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.053.05, result in a violation or breach of, or ------------- constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or, (iii) assuming that all filings, consents and approvals contemplated by the first sentence of this Section 3.05 have been or shall have been made or obtained, violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect or impair materially the Company's ability to perform its obligations hereunder or prevent or materially delay the consummation of the Transaction. The New York Security Takeover Disclosure Act (Section 1600 et seq. of the New York Law) does not apply to the -- --- execution and delivery of this Agreement or the consummation of the Merger and the other transactions contemplated hereby.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements Assuming the truth and accuracy of the Securities Exchange Act of 1934, as amended, representations and the rules and regulations thereunder (the "Exchange Act"warranties set forth in Section 5.06(a), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor do not, and the consummation performance by the Company of this Agreement and the consummation of the transactions contemplated hereby nor will not, require the Company or any of its Subsidiaries to obtain any material consent from any Governmental Authority, except (i) for compliance with the applicable requirements, if any, of the HSR Act (and any similar Law enforced by any Governmental Authority regarding preacquisition notifications for the purpose of competition reviews), (ii) for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business with respect to such qualifications to do business, (iii) for Consents that may be required solely by reason of Parent’s or Copper’s (as opposed to any other third party’s) participation in the transactions contemplated hereby (which Consents shall be solely the responsibility of Parent and Copper), and (iv) as set forth in Schedule 4.06(a).
(b) Assuming receipt of all approvals, authorizations, consents or waiting period expirations or termination related to the required Consents described in Section 4.06(a), the execution and delivery of this Agreement by the Company with any do not, and the performance of this Agreement by the Company and the consummation of the provisions hereof transactions contemplated hereby will not, except as set forth on Schedule 4.06(b), (i) conflict with or result violate the certificate of incorporation or by-laws or other comparable organizational documents, in any violation of any provision of the articles of incorporationeach case as currently in effect, as amended, or bylaws of the Company or any Subsidiaryof its Subsidiaries, (ii) except as set forth on Schedule 4.05conflict with, violate or result in a violation loss of rights or trigger new obligations under, in each case in any material respect, any Orders applicable to the Company or any of its Subsidiaries or by or to which any of their respective properties or assets is bound or subject, (iii) result in any breach of, constitute a default (or constitute (an event that with or without due notice or lapse of time or bothboth would constitute a default) a default (or accelerate the performance required under or give rise to others any right of termination, amendment, acceleration or cancellation of, or acceleration) result in the loss of rights under, any Contract or Permit to which the Company or any of its Subsidiaries is a party or by or to which the Company or any of its Subsidiaries or any of their respective properties or assets is bound or subject or (iv) result in the creation of a Lien on any property or asset of the terms, conditions Company or provisions of any Subsidiary pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, agreement permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them the Company or a Subsidiary or any property or asset of their properties the Company or assets may be boundany Subsidiary is bound or affected, or, except (x) as set forth on Schedule 4.06(b) and (y) in the case of clause (iii) violate any federalabove, statefor such conflicts, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches breaches, defaults or defaults which, either individually or in the aggregate, rights that would not have reasonably be expected to result in a Company Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) Except for (i) compliance with the applicable requirements of the Securities Act and the Exchange Act of 1934Act, as amended, and (ii) compliance with the rules and regulations thereunder (the "Exchange Act")of NASDAQ, (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ciii) the filing and recordation of the Georgia Certificate of Merger as required by Georgia LawMerger, (div) such filings and consents as may be required under compliance with any environmental law pertaining to any notification, disclosure applicable foreign or required approval triggered by the Merger state securities or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares“blue sky” laws, and (fv) such consentsfilings, approvalsregistrations, ordersnotifications, authorizations, notificationsconsents or approvals the failure of which to make or obtain would not have a Company Material Adverse Effect, registrationsneither the execution, declarations and filings as may be required under the corporation, takeover delivery or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance Contemplated Transactions will require on the part of the Company any filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity.
(b) Assuming the consents, approvals, qualifications, orders, authorizations and filings referred to in Section 4.4(a) have been made or obtained, neither the execution, delivery or performance of this Agreement by the Company with any nor the consummation by the Company of the provisions hereof Contemplated Transactions will (i) conflict with or result in any violation of violate any provision of the articles of incorporation, as amended, Organizational Documents (or bylaws equivalent organizational documents) of the Company or any Subsidiary, of its Subsidiaries; (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or, ; or (iii) assuming the accuracy of the representations in Section 5.7, violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company, any Subsidiary of its Subsidiaries or any of their properties or assets, excluding from ; except in the foregoing case of clauses “(ii) )” and “(iii) )” for such violations, breaches breaches, defaults, terminations, cancellations or defaults which, either individually or in the aggregate, accelerations that would not have a Company Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such Assuming that all consents, approvals, ordersauthorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, authorizationsexcept as set forth in Section 3.4 of the ICB Letter, notificationsthe execution and delivery of this Agreement by ICB and Bank does not, registrationsand the consummation of the transactions contemplated hereby and compliance with the provisions hereof by ICB and Bank will not, declarations and filings as may be required under the corporationresult in any violation of, takeover or blue sky laws of various states, no filing default (with or prior without notice toor lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation under, or result in the creation of any Encumbrance upon any of the properties or assets of ICB or Bank under, or result in the loss of a benefit under, any provision of (i) the Bank Articles or the Bank Bylaws, (ii) the ICB Articles or the ICB Bylaws, (iii) any Contract applicable to ICB or Bank or their respective properties or assets, or (iv) any Order or Law applicable to ICB or Bank or any of their properties or assets, other than, in the case of clause (iii) and no permit(iv), any such violations, defaults, rights or Encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ICB or Bank or materially impair the ability of ICB or Bank to perform their obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby by ICB or Bank. No filing or registration with, or authorization, consent or approval of, any federal, state, local, foreign Governmental Entity is required by or other governmental department, commission, board, bureau, agency with respect to ICB or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither Bank in connection with the execution and delivery of this Agreement by the Company nor ICB or Bank or is necessary for the consummation by the Company ICB or Bank of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will this Agreement, except for (i) conflict with or result in any violation of any provision of the articles of incorporationSpecified Regulatory Approvals, as amended, or bylaws of the Company or any Subsidiary, and (ii) except as set forth on Schedule 4.05such other consents, result in a violation Orders, authorizations, registrations, declarations and filings the failure of which to be obtained or breach ofmade would not, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect on ICB or Bank or materially impair the ability of ICB or Bank to perform their obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby by ICB or Bank.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set Neither the ------------------------------------ forth on Schedule 4.05 hereto execution and except for (a) applicable requirements delivery of this Agreement by the Company nor the consummation by the Company of the Securities Exchange Act transactions contemplated hereby will (i) conflict with or result in any breach of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration any provision of the waiting period under respective Articles of Incorporation (or other similar documents) or By-Laws (or other similar documents) of the Company or any of its subsidiaries; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority or any other Person, except (A) in connection with the applicable requirements, if any, of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (cB) pursuant to the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, (C) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Lawand the Articles of Merger pursuant to the DGCL and the BCA, respectively, and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, (dD) such filings and consents as may be required under any environmental environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (eas set forth in Section 5.1(e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the SharesCompany Disclosure Schedule, and (fE) such the consents, approvals, orders, authorizations, notifications, registrations, declarations and filings required under the laws of foreign countries, as set forth in Section 5.1(e) of the Company Disclosure Schedule, (F) the approval of the holders of a majority of the outstanding Shares required by the BCA and the Company's Articles of Incorporation, (G) such filings as may be required under with the corporationNASDAQ National Market or (H) where the failure to obtain such consent, takeover approval, authorization or blue sky laws of various states, no filing with or prior notice to, and no permit, authorizationor to make such filing or notification, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for would not in the consummation by aggregate have a Material Adverse Effect with respect to the Company and its subsidiaries or adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will hereby; (i) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (iiiii) except as set forth on Schedule 4.05in Section 5.1(e) of the Company Disclosure Schedule, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or result in the creation of any lien or other charge or encumbrance) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them its subsidiaries or any of their properties or assets may be bound, orexcept for such violations, breaches and defaults (iiior rights of termination, cancellation or acceleration or creations of lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have a Material Adverse Effect with respect to the Company and its subsidiaries or adversely affect the ability of the Company to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.1(e) are duly and timely obtained or made and the approval of the Merger and the approval of this Agreement by the Company's stockholders has been obtained, violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary Company or any of its subsidiaries or to any of their properties or respective assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or except for violations which would not in the aggregate, would not aggregate have a Material Adverse EffectEffect with respect to the Company and its subsidiaries or adversely affect the ability of the Company to consummate the transactions contemplated hereby. Except as set forth in Section 5.1(e) of the Company Disclosure Schedule, the Company does not know of any pending or proposed legislation, regulation or order (other than those affecting businesses such as the Company's generally) applicable to the Company or any of its subsidiaries or to the conduct of the business or operations of the Company or any of its subsidiaries which, if enacted or adopted, could have a Material Adverse Effect with respect to the Company and its subsidiaries.
Appears in 1 contract
Sources: Merger Agreement (Toys R Us Inc)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth disclosed on Schedule 4.05 hereto 4.4, the execution and except for delivery of this Agreement and related documents does not, and the consummation of the transactions contemplated hereby and the performance by Sellers of their obligations thereunder will not:
(a) applicable requirements Conflict with or violate any provisions of the Securities Exchange Act Articles or Bylaws of 1934, as amended, and Dayton Depot; the rules and regulations thereunder (Articles or Operating Agreement of Redhawk; or the "Exchange Act"), Trust Indenture;
(b) expiration To Seller’s knowledge, require any consent, approval, order, authorization or permit of, or registration, filing or notification to, any Governmental Authority, except for: (i) the possible filing of the waiting period a notification and report form by Sellers under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05Buyer obtaining all necessary approvals under the Nevada Gaming Act and any other applicable gaming or liquor law, result including those required by the Nevada Gaming Authorities and liquor regulatory authorities; (iii) the possible filing of a notification required by Chapter 612 of the Nevada Revised Statutes; and (iv) necessary notices under the WARN Act;
(c) Result in a any conflict with or violation of or the breach of, of or constitute a default (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) acceleration or guaranteed payments under or to a loss of a material benefit under, any of the terms, conditions or provisions of any guarantee, note, bond, indenture, lease, mortgage, indenturelicense, licensefranchise, agreement or other instrument or obligation to which the Company or any Subsidiary Seller is a party or by which any of them or any of their properties or assets Seller may be bound, orexcept for such conflicts, (iii) violate any federalviolations, statebreaches, local defaults, or foreign orderrights of termination, writcancellation or acceleration, injunction, decree, statute, rule or regulation applicable losses as to which requisite waivers or consents have been obtained or will be obtained prior to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses Closing Date; or
(iid) and (iii) violations, breaches or defaults which, either individually or Result in the aggregatecreation of any lien, would not have charge or encumbrance upon the Purchased Assets or the Property under any agreement or instrument to which any Seller is a Material Adverse Effectparty or by which any Seller is bound.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) Except for (i) compliance with the applicable requirements of the Securities Act and the Exchange Act (including the filing of 1934, as amendedthe Schedule 13E-3 and the Proxy Statement, and the filing of one or more amendments to the Schedule 13E-3 and such Proxy Statement to respond to comments of the SEC, if any, on such documents), (ii) compliance with the rules and regulations thereunder (the "Exchange Act")of NASDAQ, (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ciii) the filing and recordation of the Georgia Certificate of Merger as required by Georgia LawMerger, (div) compliance with any applicable foreign or state securities or “blue sky” laws, (v) all required Antitrust Filings and termination or expiration of any waiting periods thereunder or (vi) such filings and consents as may be required under any environmental law pertaining to any notificationfilings, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreementregistrations, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, ordersnotifications, authorizations, notifications, registrations, declarations and filings as may be required under consents or approvals the corporation, takeover failure of which to make or blue sky laws of various states, no filing with or prior notice toobtain would not have a Company Material Adverse Effect, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for assuming the consummation by the Company accuracy of the transactions contemplated by this Agreement. Neither representations in Section 5.3(a), neither the execution and execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance Merger will require on the part of the Company any filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity.
(b) Assuming the consents, approvals, qualifications, orders, authorizations and filings referred to in Section 4.5(a) have been made or obtained (or waiting periods have terminated or expired) and subject to the receipt of the Company Stockholder Approval, neither the execution, delivery or performance of this Agreement by the Company with any nor the consummation by the Company of the provisions hereof Merger will (i) conflict with or result in any violation of violate any provision of the articles Organizational Documents (or equivalent organizational documents) of incorporation, as amended, or bylaws any of the Company or any SubsidiaryAcquired Companies, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the respective properties or assets of any of the Acquired Companies under, any of the terms, conditions or provisions of any noteCompany Material Contract, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or, (iii) assuming the accuracy of the representations in Section 5.7 and the obtainment of the Company Stockholder Approval, violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company, any Subsidiary of its Subsidiaries or any of their properties or assets, excluding from the foregoing except, in each case of clauses (ii) and or (iii) ), for such violations, breaches breaches, defaults, terminations, cancellations, accelerations or defaults which, either individually or in the aggregate, Encumbrances that would not have a Company Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Telenav, Inc.)
Consents and Approvals; No Violation. Except The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by Westport of its obligations hereunder will not:
(a) subject to obtaining the Westport Stockholders' Approval as set ------------------------------------ forth on Schedule 4.05 hereto and contemplated by Section 7.11 hereof, conflict with any provision of the certificate of incorporation or bylaws of Westport or the certificates of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries;
(b) subject to obtaining the Westport Stockholders' Approval as contemplated by Section 7.11 hereof, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, any Governmental Authority, except for (ai) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange HSR Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (cii) the filing and recordation of the Georgia Nevada Articles of Merger with the Nevada Secretary of State and the Delaware Certificate of Merger as required by Georgia Lawwith the Delaware Secretary of State, (diii) such filings the filing of the Proxy Statement/Prospectus with the SEC in accordance with the Securities Act and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this AgreementExchange Act, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (fiv) such consents, approvals, orders, authorizations, notifications, registrationsauthorizations and regulations, declarations and filings as may be required under the corporation, takeover applicable state securities or blue sky laws of various stateslaws, no filing with (v) Customary Post-Closing Consents and (vi) approvals and registrations that, if not obtained or prior notice tomade, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company would not be reasonably expected to have a Westport Material Adverse Effect;
(c) except as set forth in Section 5.4(c) of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or Westport Disclosure Schedule, result in any violation of any provision or the breach of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute a default (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, forfeiture, cancellation or acceleration) , transfer fees or guaranteed payments or a loss of a material benefit under, or require a consent, waiver or approval under any of the terms, conditions or provisions of any noteWestport Material Contracts (as defined in Section 5.18), bondexcept for any such conflicts, mortgageviolations, indenturebreaches, licensedefaults, agreement terminations, cancellations or other instrument accelerations that, individually or obligation in the aggregate, would not reasonably be expected to have a Westport Material Adverse Effect. Section 5.4(c) of the Westport Disclosure Schedule sets forth a correct and complete list of the Westport Material Contracts under which consents, waivers or notifications are required prior to the Company consummation of the transactions contemplated by this Agreement, which have not previously been obtained;
(d) conflict with or violate the provisions of any Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, judgment, decree, statute, rule or regulation applicable to the Company, Westport or any Subsidiary of Westport or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches except for such conflicts or defaults violations which, either individually or in the aggregate, would not have result in a Westport Material Adverse Effect;
(e) result in the creation of any Lien upon any material properties or assets or on any shares of capital stock of Westport or any of its Subsidiaries under any agreement or instrument to which Westport or any of its Subsidiaries is a party or by which Westport or any of its Subsidiaries or any of their material properties or assets is bound; or
(f) result in any holder of any securities of Westport being entitled to appraisal, dissenters' or similar rights.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set Neither the execution and ------------------------------------ forth on Schedule 4.05 hereto delivery of this Agreement by Parent and the Purchaser nor the consummation by Parent and the Purchaser of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of their respective charter documents, or (ii) assuming compliance with the matters referred to in clause (iii) below, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, cancellation or acceleration of any obligation contained in or to the loss of a benefit under, or result in the creation of any lien or other encumbrance upon any of the properties or assets of Parent or the Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease agreement or other agreement, instrument, obligation, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or the Purchaser, or to which either of them or any of their respective properties or assets may be subject, except for (a) applicable requirements such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which, individually or in the aggregate, will not have a material adverse effect on Parent and its subsidiaries taken as a whole or prevent or materially delay consummation of the Securities Exchange Act of 1934Offer or the Merger, as amendedor (iii) require any consent, and the rules and regulations thereunder approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission or other governmental or regulatory authority or instrumentality, domestic or foreign (the a "Exchange ActGovernmental ------------ Entity"), except (bA) expiration pursuant to the Exchange Act, (B) filing of a certificate ------ of merger pursuant to the waiting period DGCL, (C) filings required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) and the filing and recordation ------- termination or expiration of the Georgia Certificate of Merger as required by Georgia Lawwaiting periods thereunder, (dD) such filings and consents as may be required under applicable antitrust laws of any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreementforeign country, (eE) filing withfilings necessary to comply with state securities or "blue sky" laws, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and or (fF) such consents, approvals, orders, authorizations, notificationspermits, registrationsfilings or notifications which if not obtained or made will not, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse Effectmaterial adverse effect on Parent and its subsidiaries taken as a whole or prevent or materially delay consummation of the Offer or the Merger.
Appears in 1 contract
Sources: Merger Agreement (Oracle Corp /De/)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements Assuming the truth and accuracy of the Securities Exchange Act of 1934, as amended, representations and the rules and regulations thereunder (the "Exchange Act"warranties set forth in Section 5.03(a), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976execution, as amended (the "HSR Act"), (c) the filing delivery and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery performance of this Agreement by the Company nor does not, and the consummation performance by the Company of this Agreement and the consummation of the transactions contemplated hereby nor will not, require the Company or any Subsidiary to obtain any material consent, approval, order, waiver, authorization or permit of, or to make any filing, declaration or registration with or notification to (“Consents”), any federal or state court, legislature, executive or regulatory authority, agency or commission, or other governmental entity, authority or instrumentality, whether domestic or foreign (“Governmental Authority”) or any other Person, except (i) for compliance with the applicable requirements, if any, of the HSR Act (and any similar Law enforced by any Governmental Authority regarding preacquisition notifications for the purpose of competition reviews), (ii) for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) for Consents that may be required solely by reason of Purchaser’s or Merger Sub’s (as opposed to any other Third Party’s) participation in the transactions contemplated hereby (which Consents shall be solely the responsibility of Purchaser and Merger Sub), (iv) as set forth in Schedule 4.06(a), (v) the Stockholder Consent and (vi) for those Consents, the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect.
(b) Assuming receipt of all approvals, authorizations, consents or waiting period expirations or terminations related to the required Consents described in Section 4.06(a), the execution, delivery and performance of this Agreement by the Company with any does not, and the performance of this Agreement by the Company and the consummation of the provisions hereof transactions contemplated hereby will not, (i) conflict with or result violate, in any violation of any provision of material respect, the articles of incorporation, as amended, or bylaws Governing Documents of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05conflict with, violate or result in a violation loss of rights or trigger new obligations under any Law or Order applicable to the Company or any Subsidiary or by or to which any of their respective properties or assets is bound or subject, (iii) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries, except for any Permitted Liens or (iv) result in any breach of, or constitute a default (or an event that with or without due notice or lapse of time or bothboth would constitute a default) a default (under, or give rise to others any right of termination, limitation, modification, amendment, acceleration, suspension or cancellation of, or acceleration) result in a penalty, materially increase any benefit payable or materially reduce any benefit received, affect any right of termination or cancellation, or entitle any Person to increased, additional or guaranteed rights under, any of the terms, conditions Material Contract or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation Permit to which the Company or any Subsidiary is a party or by or to which any of them the Company or any of their properties or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assetsassets is bound or subject, excluding from except (x) as set forth on Schedule 4.06(b), and (y) in the foregoing case of clauses (ii), (iii) and (iiiiv) above, for such conflicts, violations, breaches breaches, defaults or defaults which, either individually or in the aggregate, rights that would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements The execution, delivery and performance by the Company of this Agreement and the consummation of the Securities Exchange Act of 1934, as amended, Merger and the rules other transactions contemplated hereby by the Company do not and regulations thereunder will not require the Company or any of its Subsidiaries to procure, make or provide prior to the Closing Date any consent, approval, authorization or permit of, action by, filing with or notification to any United States or foreign national or supranational, state or local governmental or regulatory agency, commission, court, body, entity or authority or any public or private arbitral body (the "Exchange Act"each, a “Governmental Entity”), other than (bi) expiration the filing of the waiting period under Certificate of Merger, (ii) compliance with the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended 1976 (the "“HSR Act"”), (ciii) compliance with any applicable requirements of any other Antitrust and Foreign Investment Laws set forth on Section 3.4(a) of the Company Disclosure Schedules, (iv) compliance with the applicable requirements of the Exchange Act, including the filing and recordation with the SEC of a proxy statement relating to the Georgia Certificate of Merger Company Stockholder Approval (as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining amended or supplemented from time to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval oftime, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares“Proxy Statement”), and (fv) such consentscompliance with the rules and regulations of NASDAQ (the foregoing clauses (i) through (v), approvalscollectively, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to“Company Approvals”), and no permitother than any consent, approval, authorization, consent permit, action, filing or approval ofnotification the failure of which to make or obtain would not (A) reasonably be expected to have, any federalindividually or in the aggregate, statea Company Material Adverse Effect or (B) prevent or materially delay the consummation of the Merger.
(b) Assuming compliance with the matters referenced in Section 3.4(a) and receipt of the Company Approvals and the Company Stockholder Approval, localthe execution, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement. Neither the execution hereby, do not and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will not (i) contravene or conflict with the organizational or governing documents of the Company or any of its Subsidiaries, (ii) contravene or conflict with or result in any constitute a violation of any provision of the articles of incorporation, as amended, any Law binding on or bylaws of applicable to the Company or any Subsidiary, of its Subsidiaries or any of their respective properties or assets or (iiiii) except as set forth on Schedule 4.05, result in a any violation or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, cancellation or acceleration) acceleration of any material obligation or to the loss of a material benefit under, any of the termsContract (excluding Leases), conditions instrument, permit, concession, franchise, right or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which license binding on the Company or any Subsidiary is a party of its Subsidiaries or by which (iv) result in the creation of any Lien (other than Permitted Liens) upon any of them or any of their the properties or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to of the Company, any Subsidiary or any other than, in the case of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iii) violationsiv), breaches any such contravention, conflict, violation, default, termination, cancellation, acceleration, right, loss, or defaults whichLien that would not reasonably be expected to have, either individually or in the aggregate, would not have a Company Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Proofpoint Inc)
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements Except for the consents and approvals set forth in Section 2.3(a) of the Securities Exchange Act of 1934Disclosure Schedule, as amendedno consents or approvals of, and the rules and regulations thereunder (the "Exchange Act")or filings, (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure declarations or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing registrations with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is entity are necessary for the consummation by the Company Purchaser of the transactions contemplated by this Agreement. hereby, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have, in the aggregate, a material adverse effect.
(b) Neither the execution and delivery of this Agreement by the Company Purchaser, nor the consummation by the Company Purchaser of the transactions contemplated hereby hereby, nor compliance by the Company Purchaser with any of the terms or provisions hereof hereof, will (i) conflict with or result in any violation of violate any provision of the articles of incorporation, as amendedorganization or operating agreement of Purchaser, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05assuming that the authorizations, consents and approvals referred to in Section 2.3(a) are obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Purchaser or any of its respective properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a violation default (or breach ofan event which, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (or give rise to any right of terminationtermination or cancellation under, cancellation accelerate the performance required by, or acceleration) result in the creation of any lien upon any of the respective properties or assets of Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Subsidiary Purchaser is a party party, or by which any of them it or any of their its respective properties or assets may be boundbound or affected, orexcept, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to in the Company, any Subsidiary or any case of their properties or assets, excluding from the foregoing clauses clause (ii) and (iii) above, for such violations, breaches conflicts, breaches, defaults, losses, terminations of rights thereof, accelerations or defaults lien creations which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the No filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing registration with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign Governmental Entity is required by or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by with respect to the Company or any of the transactions contemplated by this Agreement. Neither its Subsidiaries in connection with the execution and delivery of this Agreement by the Company nor Company, is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement or will be necessary to allow the Surviving Corporation and its Subsidiaries to operate the business of the Company and its Subsidiaries in substantially the same manner as operated immediately prior to the Merger, except (i) the filing of a premerger notification and report form by Parent under the HSR Act and such filings as are required under the EC Merger Regulation, and under the respective antitrust statutes in Brazil and Mexico and other applicable jurisdictions, (ii) the filing of the Certificate of Merger with the Filing Office and appropriate documents with the relevant authorities of other states, if any, specified in Section 3.4 of the Company Letter in which the Company or any of its Subsidiaries is qualified to do business, (iii) such filings as may be required in connection with the taxes described in Section 5.10, (iv) pursuant to applicable requirements, if any, of Blue Sky Laws and the NYSE, (v) the filing with the SEC by the Company of the Proxy Statement/ Prospectus and of such reports as may be required by the Exchange Act in connection with this Agreement and the transactions contemplated hereby nor compliance and (vi) such other filings, approvals, orders, notices, registrations, declarations and consents under applicable state takeover or similar laws, and any applicable state environmental laws or laws with respect to the ownership by a foreign entity of real property, but with respect to this clause (vi), only as specified in Section 3.4 of the Company with any Letter. Neither the execution, delivery and performance of this Agreement nor the consummation of the provisions hereof transactions contemplated hereby will (i) conflict with or without notice or lapse of time, or both) result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with default or without due notice or lapse the loss of time or both) a default (material benefit under, or give rise to any others a right of termination, cancellation or acceleration) acceleration of any obligation under, or result in the creation of any Lien upon, any of the termsproperties, conditions assets or provisions operations of the Company or any of its Subsidiaries under any provision of (i) the Company Articles of Incorporation or Bylaws of the Company, (ii) any provision of the comparable charter or organization documents of any Subsidiary of the Company, (iii) any loan or credit agreement, note, bond, mortgage, indenture, license, lease, contract, agreement (other than stock option agreements under the Company Stock Plans, which provide for accelerated vesting of the underlying options upon the Effective Time, the Pension Plan for Outside Directors, the Deferred Compensation Plan, the Supplemental Retirement Plan and the Deferred Director Fee Plan, each of which plans accelerates or could accelerate payment after the Effective Time) or other instrument instrument, permit, concession, franchise or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be boundbound or affected or (iv) any judgment, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company, Company or any Subsidiary of its Subsidiaries or any of their properties respective properties, assets or assetsoperations, excluding from other than, in the foregoing case of clauses (ii) and (iii) or (iv), for violations, breaches defaults, losses, rights (including rights of acceleration of payments or defaults whichvesting) or Liens that are specified in Section 3.4 of the Company Letter and that, either individually or and in the aggregate, would not prevent, delay or impair the consummation of the Merger in any respect and would not have a Company Material Adverse EffectEffect or materially impact the ability of the Company to perform its obligations under this Agreement.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (ai) applicable requirements of filings required under the Securities Act of 1933, as amended (the "Securities Act"), the Securities and Exchange Act of 1934, as amended, and the rules and regulations thereunder amended (the "Exchange Act"), (bii) expiration the filing of a Pre-Merger Notification and Report Form by the waiting period Company under the ▇▇▇▇Hart-▇▇▇▇▇Scott-▇▇▇▇▇▇ Rodino Antitrust Improvements Act of 1976, as amended 1976 (the "HSR Act"), ▇▇▇/▇▇ ▇▇▇▇▇▇▇ ▇▇lings or notices under similar ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇ ▇pplicable, (ciii) the filing and recordation of the Georgia Certificate of Merger appropriate merger documents as required by Georgia Lawthe BCL and, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval ofif applicable, the Nasdaq Stock Market and laws of other states in which the SEC with respect Company is qualified to the delisting and deregistration of the Sharesdo business, and (fiv) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover securities or blue sky laws or takeover statutes of the various states, no filing with or prior notice towith, and no permit, authorization, consent or approval of, any federal, state, local, foreign public body or other governmental department, commission, board, bureau, agency or instrumentality authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby or on the business or financial condition of the Company and the Company Subsidiaries taken as a whole. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any violation of any provision of the articles Articles of incorporation, as amended, Incorporation or bylaws By-Laws of the Company or any SubsidiaryCompany, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, loss of material benefits or acceleration) under, acceleration or give to any Person any interest in or result in the creation of any Lien upon any of the termsproperties or assets of the Company or any of the Company Subsidiaries, conditions with or provisions without notice or lapse of time, or both, under the Articles of Incorporation or By-Laws of the Company or any note, bond, mortgage, indenture, license, benefit plan, agreement or other instrument or obligation to which the Company or any Subsidiary of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or, is bound or (iii) assuming the truth of the representations and warranties of the Parent and the Purchaser contained herein and their compliance with all agreements contained herein and assuming the due making or obtaining of all filings, permits, authorizations, consents and approvals referred to in the preceding sentence, violate any federalstatute, staterule, local or foreign regulation, order, writ, injunction, decree, statute, rule writ or regulation applicable to decree of any public body or authority by which the Company, Company or any Subsidiary of the Company Subsidiaries or any of their respective assets or properties or assetsis bound, excluding from the foregoing clauses (ii) and (iii) mortgages, leases and other agreements listed on Section 3.4 of the Company Disclosure Letter, and other conflicts, violations, breaches breaches, defaults or defaults rights which, either individually or in the aggregate, would are not reasonably likely to have a Company Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set Assuming that all ------------------------------------ forth consents, approvals, authorizations and other actions described in this Section 4.4 have been obtained and all filings and obligations described in this Section 4.4 have been made, the execution and delivery of this Agreement and the Stock Option Agreement do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Charter or the Amended and Restated Bylaws of the Company, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii), (iii) or (iv), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Schedule 4.05 hereto the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Stock Option Agreement or prevent the consummation of any of the transactions contemplated hereby or thereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Stock Option Agreement by the Company or is necessary for the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement, except for (ai) applicable requirements in connection, or in compliance, with the provisions of the Securities Exchange HSR Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (cii) the filing and recordation of the Georgia Certificate Articles of Merger as required by Georgia Lawwith the Secretary of State of the State of Illinois and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (diii) such filings and consents as may be required under any environmental environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Offer, the Merger or by the transactions contemplated by this Agreement or the Stock Option Agreement, (eiv) filing withsuch filings, authorizations, orders and approval ofapprovals as may be required to obtain the State Takeover Approvals, (v) applicable requirements, if any, of Blue Sky Laws or the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the SharesNational Market, (vi) as may be required under foreign laws and (fvii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may the failure of which to be required under the corporationobtained or made would not, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse EffectEffect on the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Stock Option Agreement or prevent the consummation of any of the transactions contemplated hereby or thereby.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing and recordation of the Georgia Certificate of Merger as required by Georgia Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the Shares, and (f) such Assuming that all consents, approvals, ordersauthorizations and other actions described in this Section 2.4 have been obtained and all filings and obligations described in this Section 2.4 have been made, authorizationsexcept as set forth in Section 2.4 of the CCBI Letter, notificationsthe execution and delivery of this Agreement by CCBI, registrationsand of the Bank Merger Agreement by CCBI Bank, declarations do not, and filings the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by CCBI and CCBI Bank will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation under, or result in the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of CCBI or any of its Subsidiaries under, any provision of (i) the CCBI Articles of Association, the CCBI Bylaws, the CCBI Bank Articles of Incorporation or the Bylaws of CCBI Bank, (ii) any Contract (as may be required hereinafter defined) applicable to CCBI or any of its Subsidiaries or any of their respective properties or assets or (iii) any Order or Law applicable to CCBI or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (ii), any such violations, defaults, rights or Liens that would not, individually or in the aggregate, have a Material Adverse Effect on CCBI or materially impair the ability of CCBI or CCBI Bank to perform their respective obligations hereunder or under the corporationBank Merger Agreement or prevent the consummation of any of the transactions contemplated hereby or thereby by CCBI or CCBI Bank. No filing or registration with, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, domestic (federal and state, local), foreign or other governmental departmentsupranational court, commission, boardgovernmental body, bureauregulatory agency, agency authority or instrumentality tribunal (a “Governmental Entity”) is necessary for the consummation required by the Company of the transactions contemplated by this Agreement. Neither or with respect to CCBI or CCBI Bank in connection with the execution and delivery of this Agreement or the Bank Merger Agreement by the Company nor CCBI or CCBI Bank or is necessary for the consummation by the Company CCBI or CCBI Bank of the Merger or the Bank Merger, as applicable, and the other transactions contemplated hereby nor compliance by this Agreement, except for (A) the Company Specified Requisite Regulatory Approvals, (B) in connection, or in compliance, with any the provisions of the provisions hereof will Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (icollectively, the “Exchange Act”), (C) conflict with or result in any violation respect to the Merger, the filing of any provision articles of merger with the Secretary of State of the State of Minnesota and the MDAT, and appropriate documents with the relevant authorities of other states in which CCBI or CCBI Bank are qualified to do business, (D) with respect to the Bank Merger, the filing of articles of incorporation, as amended, or bylaws of merger and appropriate documents with the Company or any Subsidiaryrelevant Governmental Entities, (iiE) except such authorizations and approvals as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them or any of their properties or assets may be boundrequired by any state takeover Laws ( “State Takeover Approvals”), or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iiiF) violationssuch other consents, breaches Orders, authorizations, registrations, declarations and filings the failure of which to be obtained or defaults whichmade would not, either individually or in the aggregate, would not have a Material Adverse EffectEffect on CCBI or materially impair the ability of CCBI or CCBI Bank to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby by CCBI or CCBI Bank.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 4.05 hereto and except for (a) Except for (i) compliance with the applicable requirements of the Securities Act and the Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act")promulgated thereunder, and under state securities, takeover and “blue sky” Laws, (bii) expiration compliance with the rules and regulations of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act")NASDAQ, (ciii) the filing and recordation with the Registrar of Companies of the Georgia Certificate Cayman Islands of the Plan of Merger as required by Georgia Lawthe Companies Act and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the Companies Act, (diii) such filings and consents with the SEC as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered be made by the Merger or the transactions contemplated by Company in connection with this Agreement, (e) filing with, and approval of, the Nasdaq Stock Market Merger and the SEC with respect to other Transactions, including (A) the delisting and deregistration joining of the SharesCompany in the filing of the Schedule 13E-3 and the furnishing of Form 6-K, and (fB) the filing or furnishing of one or more amendments to the Schedule 13E-3 and Form 6-K to respond to comments of the staff of the SEC, if any, on the Schedule 13E-3, (iv) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, no filing in connection with or prior notice tostate and local transfer Taxes, and no permit(v) such filings, authorizationregistrations, consent notifications, authorizations, consents or approval ofapprovals the failure of which to make or obtain would not, any federalindividually or in the aggregate, statehave a Company Material Adverse Effect, localneither the execution, foreign delivery or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance Transactions will require on the part of the Company any filing or registration with, notification to, action by, or authorization, permit, consent or approval of any Governmental Entity.
(b) Assuming the consents, approvals, qualifications, orders, authorizations and filings referred to in Section 4.6(a) have been made or obtained and assuming the accuracy of the representations in Section 5.7, neither the execution, delivery or performance of this Agreement by the Company with any nor the consummation by the Company of the provisions hereof Transactions will (i) conflict with or result in any violation of violate any provision of the memorandum of association, articles of incorporation, as amended, association (or bylaws any equivalent organizational documents) of the Company or any Subsidiaryof its Subsidiaries, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, amendment or acceleration) under, result in the loss of a benefit under, result in the termination of or a right of termination or cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien (except for Permitted Liens) upon any of the respective properties or assets of any Group Company under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, Contract, agreement or other instrument or obligation to which the any Group Company or any Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or, or (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation Law applicable to any of the Company, any Subsidiary Group Companies or any of their properties or assets, excluding from the foregoing except, in each case of clauses (iii) and through (iii) ), for such violations, breaches breaches, defaults, terminations, cancellations, amendments, accelerations or defaults whichother occurrences which would not reasonably be expected to have, either individually or in the aggregate, would not have a Company Material Adverse Effect.
Appears in 1 contract
Consents and Approvals; No Violation. Except as set Assuming that all ------------------------------------ forth consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, the execution and delivery of this Agreement and the Stock Option Agreement do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Charter or the Amended and Restated Bylaws of the Company, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii), (iii) or (iv), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Schedule 4.05 hereto the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Stock Option Agreement or prevent the consummation of any of the transactions contemplated hereby or thereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Stock Option Agreement by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement, except for (ai) applicable requirements in connection, or in compliance, with the provisions of the HSR Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (cii) the filing and recordation of the Georgia Certificate Articles of Merger as required by Georgia Lawwith the Secretary of State of the State of Wisconsin and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (diii) such filings and consents as may be required under any environmental environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement or the Stock Option Agreement, (eiv) filing withsuch filings, authorizations, orders and approval ofapprovals as may be required to obtain the State Takeover Approvals, (v) such filings as may be required in connection with the taxes described in Section 5.10, (vi) applicable requirements, if any, of Blue Sky Laws or the Nasdaq Stock Market and the SEC with respect to the delisting and deregistration of the SharesNational Market, (vii) as may be required under foreign laws and (fviii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may the failure of which to be required under the corporationobtained or made would not, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or bylaws of the Company or any Subsidiary, (ii) except as set forth on Schedule 4.05, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or, (iii) violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse EffectEffect on the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Stock Option Agreement or prevent the consummation of any of the transactions contemplated hereby or thereby.
Appears in 1 contract