No Approvals or Notices Required. NO CONFLICTS. The execution, delivery, and performance of this Agreement and the other Transaction Documents by the Company or the Shareholders or RCH Members, as applicable, and the consummation of the transactions contemplated hereby and thereby, will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of any law or any judgment, decree, order, regulation or rule of any court, agency or other governmental authority applicable to the Company, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any Person, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject, (d) result in the creation of any encumbrance upon the assets of the Company, or upon any Shares or other securities of the Company, (e) conflict with or result in a breach of or constitute a default under any provision of the Articles of Incorporation or bylaws of the Company, or (f) invalidate or have a material adverse effect any permit, license, authorization or status used in the conduct of the business of the Company.
Appears in 1 contract
No Approvals or Notices Required. NO CONFLICTS. CONFLICTS The execution, delivery, delivery and performance of this Agreement and the other Transaction Documents by the Company or the Shareholders or RCH Members, as applicableCompany, and the consummation of the transactions contemplated hereby and thereby, will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of any law or any judgment, decree, order, regulation or rule of any court, agency or other governmental authority applicable to the Company, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any PersonPerson other than (i) consent of the stockholders of Parent (including, to the extent required, the filing and approval of a proxy statement with the Securities and Exchange Commission), (ii) notification of the Nasdaq Stock Market, Inc. to the extent required under its rules, and (iii) consent of the landlord of the premises occupied by Summit V, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject, (d) result in the creation of any lien or encumbrance upon the assets of the Company, or upon any Shares or other securities of the Company, (e) conflict with or result in a breach of or constitute a default under any provision of the Articles of Incorporation or bylaws Bylaws of the Company, or (f) invalidate or have a adversely affect any material adverse effect any permit, license, authorization or status used in the conduct of the business of the Company.
Appears in 1 contract
Sources: Stock Purchase Agreement (Jenkon International Inc)
No Approvals or Notices Required. NO CONFLICTS. The execution, delivery, and performance of this Agreement and the other Transaction Documents by the Company or the Shareholders or RCH Members, as applicableShareholders, and the consummation of the transactions contemplated hereby and thereby, will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of any law or any judgment, decree, order, regulation or rule of any court, agency or other governmental authority applicable to any of the CompanyShareholders, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any PersonPerson other than compliance with applicable securities laws, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which any of the Company Shareholders is a party or by which it any of the Shareholders is bound or to which any assets of any of the Company Shareholders are subject, (d) result in the creation of any encumbrance upon the assets of any of the CompanyShareholders, or upon any Shares or other securities of the Company, or (e) conflict with or result in a breach of or constitute a default under any provision of the Articles Certificate of Incorporation or bylaws operating agreement of the Company, or (f) invalidate or have a material adverse effect any permit, license, authorization or status used in the conduct of the business of the CompanyRCH.
Appears in 1 contract
No Approvals or Notices Required. NO CONFLICTS. No Conflicts The execution, delivery, delivery and performance of this Agreement and the other Transaction Documents by the Company or the Shareholders or RCH Members, as applicable, and the consummation of the transactions contemplated hereby and thereby, will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of any law or any judgment, decree, order, regulation or rule of any court, agency or other governmental authority applicable to the Company, (b) except as disclosed on Disclosure Schedule 3.5(b), require any consent, approval or authorization of, or declaration, filing or registration with, any Person, (c) except as disclosed on Disclosure Schedule 3.5(c), result in a default (with or without the giving of notice or lapse of time, or both) under, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject, (d) result in the creation of any lien or encumbrance upon the assets of the Company, or upon any Shares or other securities of the CompanyInterests, (e) conflict with or result in a breach of or constitute a default under any provision of the Articles of Incorporation or bylaws of the Company, Operating Agreement or (f) invalidate or have a material adverse effect adversely affect any permit, license, authorization or status used in the conduct of the business of the Company.
Appears in 1 contract
Sources: Purchase Agreement (Avenue a Inc)