Common use of No Conflicts; Governmental Approvals Clause in Contracts

No Conflicts; Governmental Approvals. The issuance and sale of the Shares and the compliance by the Company with this Agreement and the consummation of the Transactions will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject (and shall not give to others any rights of termination, amendment, acceleration or cancellation of the same), (ii) the Charter and the Bylaws, or (iii) any statute or any judgment, order, rule or regulation of any Governmental Authority having jurisdiction over the Company or any of its properties, except, in the case of clauses (i) and (iii) for such defaults, breaches, or violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority is required for the issue and sale of the Shares or the consummation by the Company of the Transactions, except for (i) filings pursuant to applicable federal or state securities or “blue sky” laws, which have been made or will be made in a timely manner, (ii) filing required pursuant to the Registration Rights Agreement, and (iii) any public filings required pursuant to this Agreement.

No Conflicts; Governmental Approvals. The issuance and sale of the Shares and the compliance by the Company with this Agreement and the consummation of the Transactions will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject (and shall not give to others any rights of termination, amendment, acceleration or cancellation of the same), (ii) the Charter and the Company’s amended and restated bylaws (the “Bylaws”), or (iii) any statute or any judgment, order, rule or regulation of any Governmental Authority having jurisdiction over the Company or any of its properties, except, in the case of clauses (i) and (iii) for such defaults, breaches, or violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority is required for the issue and sale of the Shares or the consummation by the Company of the Transactions, except for (i) filings pursuant to applicable federal or state securities or “blue sky” Blue Sky laws, which have been made or will be made in a timely manner, (ii) filing required pursuant to the Registration Rights Agreement, and (iii) any public filings required pursuant to this Agreement.

No Conflicts; Governmental Approvals. The issuance and sale of the Shares and the compliance by the Company with this Agreement and the consummation of the Transactions will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument (other than the Investor Rights Agreement) to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject (and shall not give to others any rights of termination, amendment, acceleration or cancellation of the same), (ii) the Charter and Charter, the BylawsBylaws or the Investor Rights Agreement, or (iii) any statute or any judgment, order, rule or regulation of any Governmental Authority having jurisdiction over the Company or any of its properties, except, in the case of clauses (i) and (iii) for such defaults, breaches, or violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority is required for the issue and sale of the Shares or the consummation by the Company of the Transactions, except for (i) filings pursuant to applicable federal or state securities or “blue sky” Blue Sky laws, which have been made or will be made in a timely manner, (ii) filing required pursuant to the Registration Rights Agreement, and (iii) any public filings required pursuant to this Agreement.

No Conflicts; Governmental Approvals. The issuance (a) Except as set forth in Section 4.04(a) and sale Section 4.04(b) of the Shares Disclosure Schedule, and except as may result from any facts or circumstances relating to the compliance identity or regulatory status of Purchaser, Seller or any of their respective Affiliates (other than the Acquired Companies), the execution and delivery by the Company with of this Agreement and the consummation performance by the Company of the Transactions its obligations hereunder will not conflict with with, constitute a default under or violate, require any consent, or give rise to a right of termination, cancellation or acceleration or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person, or result in a breach or violation the creation of an Encumbrance upon any of the terms properties or provisions of, or constitute a default (or an event which with notice or lapse assets of time or both would become a default) the Acquired Companies under, any provision of (i) any indentureof the organizational documents of any Acquired Company, mortgage(ii) any Material Contract or Material Real Property Lease, deed of trust, loan agreement (iii) any Law or other agreement or instrument Permit applicable to which the any Acquired Company or any of its Subsidiaries is a party properties or by which the assets thereof (iv) any Order binding on any Acquired Company or any of its Subsidiaries is bound or to which any of the property properties or assets thereof, except in the cases of the Company or any of its Subsidiaries is subject (and shall not give to others any rights of termination, amendment, acceleration or cancellation of the same), (ii) the Charter and the Bylaws, or clauses (iii) any statute or any judgment, order, rule or regulation of any Governmental Authority having jurisdiction over the Company or any of its properties, except, in the case of clauses (i) and (iii) for such defaultsiv), breachesother than any conflict, default, or violations violation that would notnot reasonably be expected to result, individually or in the aggregate, reasonably be expected to have in a Material Adverse Effect; and material Liability of the Acquired Companies, taken as a whole. (b) Except as set forth in Section 4.04(b) of the Disclosure Schedule, no consent, waiver, approval, authorizationOrder, orderPermit or authorization of, registration or qualification of declaration or with filing with, or notification to, any such Governmental Authority (a “Governmental Approval”) is required for on the issue part of any Acquired Company in connection with the execution and sale of the Shares or the consummation delivery by the Company of this Agreement or the Transactions, except for (i) filings pursuant to applicable federal or state securities or “blue sky” laws, which have been made or will be made in a timely manner, (ii) filing required pursuant to consummation of the Registration Rights Agreement, and (iii) any public filings required pursuant to this AgreementAcquisition.

No Conflicts; Governmental Approvals. The issuance and sale of the Shares Securities and the compliance by the Company with this Agreement and the consummation of the Transactions will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument (other than the Investor Rights Agreement) to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject (and shall not give to others any rights of termination, amendment, acceleration or cancellation of the same), (ii) the Charter and Charter, the BylawsBylaws or the Investor Rights Agreement, or (iii) any statute or any judgment, order, rule or regulation of any Governmental Authority having jurisdiction over the Company or any of its properties, except, in the case of clauses (i) and (iii) for such defaults, breaches, or violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority is required for the issue and sale of the Shares Securities or the consummation by the Company of the Transactions, except for (i) filings pursuant to applicable federal or state securities or “blue sky” Blue Sky laws, which have been made or will be made in a timely manner, (ii) filing required pursuant to the Registration Rights Agreement, and (iii) any public filings required pursuant to this Agreement.

No Conflicts; Governmental Approvals. The issuance execution, delivery and sale performance of the Shares Agreement and the compliance Termination Agreement by the Company with this Agreement and any other document or instrument contemplated hereby or thereby, and the consummation by the Company of the Transactions transactions contemplated hereby, do not and will not conflict with or result in a breach or violation of (i) violate any provision of the terms or provisions ofCompany’s articles of association, (ii) conflict with, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject (and shall not give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the same), (ii) Company is a party or by which the Charter and the BylawsCompany’s properties or assets are bound, or (iii) result in a violation of any statute material federal, state, local or any judgmentforeign statute, rule, regulation, order, rule judgment or regulation of any Governmental Authority having jurisdiction over decree (including securities laws and regulations) applicable to the Company or by which any property or asset of its propertiesthe Company is bound or affected, except, in the case of clauses (i) and (iii) all cases, for such conflicts, defaults, breachesterminations, or amendments, acceleration, cancellations and violations that as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and no . The Company is not required under federal, state, local or foreign law, rule or regulation or any rule or regulation of any self-regulatory body to obtain any consent, approvalauthorization or order of, authorizationor make any filing or registration with, orderany court or governmental agency in order for it to execute, registration deliver or qualification perform any of its obligations under this Agreement or with any such Governmental Authority is required for the issue and sale sell the Securities in accordance with the terms hereof, other than a Form D under Regulation D promulgated under the Securities Act of 1933, as amended (the Shares or the consummation by the Company of the Transactions, except for (i) filings pursuant to applicable federal or state securities or “blue sky” laws, which have been made or will be made in a timely manner, (ii) filing required pursuant to the Registration Rights Agreement, and (iii) any public filings required pursuant to this AgreementSecurities Act”).

No Conflicts; Governmental Approvals. The issuance issue and sale of the Shares Securities and the compliance by the Company with this Agreement the Transaction Documents and the consummation of the Transactions transactions contemplated by the Transaction Documents will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject (and shall not give to others any rights of termination, amendment, acceleration or cancellation of the same)subject, (ii) the Charter and Certificate of Incorporation or Bylaws (or other applicable organizational document) of the BylawsCompany, or (iii) any statute or any judgment, order, rule or regulation of any Governmental Authority court or governmental agency or body having jurisdiction over the Company or any of its properties, except, in the case of clauses (i) and (iii) for such defaults, breaches, or violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority court or governmental agency or body is required for the issue and sale of the Shares Securities or the consummation by the Company of the Transactionstransactions contemplated by the Transaction Documents, except such as have been obtained under the Securities Act, the approval for (i) filings pursuant to applicable federal listing the Securities on Nasdaq and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or “blue sky” laws, which have been made or will be made Blue Sky laws in a timely manner, (ii) filing required pursuant to connection with the Registration Rights Agreement, purchase and (iii) any public filings required pursuant to this Agreementsale of the Securities.