No Restrictions; Required Consents Sample Clauses

No Restrictions; Required Consents. Following the receipt by the Company of the shareholders' approval referenced below, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of the transactions contemplated hereby will not, (i) conflict with the Company's Memorandum of Association or Articles of Association, (ii) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which the Company is a party or by which any is bound, or (iii) constitute a violation of any domestic or foreign statute, law, ordinance, rule or regulation (the "Law") applicable to the Company, in each case which would result in a material adverse effect on the Company and its Subsidiaries taken as a whole. No consent, approval, order or authorization of, or registration, declaration or filing with, any domestic or foreign court, government, governmental agency, authority, entity or instrumentality (a "Governmental Entity") or other party (other than the shareholders of the Company) is required to be obtained or made by or with respect to the Company in connection with the Company's execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby.

No Restrictions; Required Consents. The execution and delivery of this Agreement by the LLC do not, and the performance by the LLC of the transactions contemplated hereby to be performed by the LLC will not, (i) conflict with the certificate of formation or limited liability company agreement of the LLC, (ii) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which the LLC is a party or by which any of its properties are bound, (iii) constitute a violation of any Law applicable to the LLC, or (iv) result in the creation of any lien upon any of its assets. No consent, approval, order or authorization of, or registration, declaration or filing with, a Governmental Entity is required to be obtained or made by or with respect to the LLC in connection with the execution and delivery of this Agreement by the LLC or the performance by the LLC of the transactions contemplated hereby to be performed by it, except for such of the foregoing as are listed or described on Schedule 2.1(e).

No Restrictions; Required Consents. The execution and delivery of this Agreement by the Companies does not, and the performance by the Companies of the transactions contemplated hereby (including without limitation the Tender Offer, the Target Acquisition, the Target Merger and the CCI Merger) to be performed by them will not (a) conflict with their or their Subsidiaries' respective articles of incorporation or by-laws, (b) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which any Company or any Subsidiary thereof is a party or by which any of their properties are bound, (c) constitute a violation of any law or regulation applicable to any Company or any Subsidiary thereof, or (d) result in the creation of any lien, charge or encumbrance upon any of their respective assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any domestic or foreign court, government, governmental agency, authority, entity or instrumentality (a "Governmental Entity") is required to be obtained or made by or with respect to any Company or any Subsidiary thereof in connection with the execution and delivery of this Agreement by any Company or the performance by any Company of the transactions contemplated hereby to be performed by it, except for such of the foregoing as are listed or described on Schedule 2.1.5 and (i) any filings required with the Federal Trade Commission and Department of Justice pursuant to the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR Act"), in respect of the purchase of the CCI Common Stock by the Purchaser, if any, (ii) the filing of a certificate of merger with Secretary of State of Texas for the CCI Merger, and (iii) any filings specified in Section 4.1(c)(A)-(H) of the Target Merger Agreement.

No Restrictions; Required Consents. The execution and delivery of this Agreement by the Purchaser does not, and the execution and delivery of the Stockholders Agreement, the Blair Option Agreement, the Registration Rights Agreement and the Sell▇▇ ▇▇gistration Rights Agreement by the Purchaser will not, and the performance by the Purchaser of the transactions contemplated hereby and thereby to be performed by it will not, (a) conflict with the Purchaser's limited partnership agreement, (b) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which the Purchaser is a party or by which it is bound, or

No Restrictions; Required Consents. The execution and delivery of this Agreement by the Company do not, and the performance by the Company of the transactions contemplated hereby to be performed by the Company will not, (i) conflict with the Certificate of Incorporation or Bylaws of the Company or the Amended and Restated Certificate of Incorporation to be adopted pursuant to Section 3.2 hereof, (ii) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which the Company is a party or by which any of its properties are bound, (iii) constitute a violation of any statute, law, rule or regulation ("Law") applicable to the Company, or (iv) result in the creation of any lien upon any of its assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, government, governmental agency, authority, entity or instrumentality (a "Governmental Entity") is required to be obtained or made by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the performance by the Company of the transactions contemplated hereby to be performed by it, except for such of the foregoing as are listed or described on Schedule 2.1(e).

No Restrictions; Required Consents. The execution and delivery of this Agreement by each ▇▇▇▇▇ Shareholder does not, and the performance by the Company of the transactions contemplated hereby to be performed by it will not (a) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, any contract, permit, order, judgment or decree to which he is a party or by which any of his properties are bound, (b) constitute a violation of any law or regulation applicable to any ▇▇▇▇▇ Shareholder, or (c) result in the creation of any lien, charge or encumbrance upon any of the assets of such ▇▇▇▇▇ Shareholder. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to such ▇▇▇▇▇ Shareholder in connection with the execution and delivery of this Agreement by him or the performance by him of the transactions contemplated hereby.

No Restrictions; Required Consents. The execution and delivery of this Agreement by the Seller does not, and the performance by the Seller of the transactions contemplated hereby will not, (i) conflict with the Seller's Memorandum of Association or Articles of Association, (ii) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which the Seller is a party or by which any is bound, or (iii) constitute a violation of any domestic or foreign statute, law, ordinance, rule or regulation (the "LAW") applicable to the Seller, in each case which would result in a material adverse effect on the Seller and its Subsidiaries taken as a whole. No consent, approval, order or authorization of, or registration, declaration or filing with, any domestic or foreign court, government, governmental agency, authority, entity or instrumentality (a "GOVERNMENTAL ENTITY") or other party is required to be obtained or made by or with respect to the Seller in connection with the Seller's execution and delivery of this Agreement or the consummation by the Seller of the transactions contemplated hereby.

No Restrictions; Required Consents. (a) The execution and delivery of this Agreement by the Seller does not, and the execution by the Seller of the Stockholders Agreement, the Blair Option Agreement and the Seller Registration Rights Agreement wi▇▇ ▇▇t, and the performance by the Seller of the transactions contemplated hereby and thereby to be performed by the Seller will not, (i) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which the Seller is a party or by which any is bound, or (ii) constitute a violation of any domestic or foreign statute, law, ordinance, rule or regulation (the "Law") applicable to the Seller. No consent, approval, order or authorization of, or registration, declaration or filing with, any domestic or foreign court, government, governmental agency, authority, entity or instrumentality (a "Governmental Entity") is required to be obtained or made by or with respect to the Seller in connection with the Seller's execution and delivery of this Agreement, the Stockholders Agreement, the Blair Option Agreement or the Seller Registration Rights Agreement or ▇▇▇ ▇onsummation by the Seller of the transactions contemplated hereby and thereby to be consummated by the Seller, except for such of the foregoing as are listed or described on Schedule 2.1.5(a). (b) The execution and delivery of the Stockholders Agreement, the Registration Rights Agreement and the Seller Registration Rights Agreement by UP&UP, and the performance by UP&UP of the transactions contemplated thereby to be performed by it, will not (i) conflict with its or its Subsidiaries' respective certificates of incorporation or bylaws, (ii) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which UP&UP or any of its Subsidiaries is a party or by which any of their respective properties are bound, (iii) c...

No Restrictions; Required Consents. 4.4.1. The execution, delivery and performance of this Agreement by the Corporation does not, and the performance by the Corporation of the transactions contemplated hereby to be performed by it will not : 4.4.1.1. conflict with the certificate of incorporation ("oprichtingsakte/acte de constitution") and/or the Articles of Association of the Corporation and/or any of its Subsidiaries; 4.4.1.2. conflict with or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under any contract, permit, order, judgement or decree to which the Corporation or any of its Subsidiaries is a party or by which any of their properties are bound; 4.4.1.3. require the consent of any party other than the Investor; 4.4.2. constitute a violation of any provision of any domestic or foreign law or any other regulation (collectively: the "Laws") applicable to the Corporation or any of its Subsidiaries, or 4.4.3. result in the creation of any encumbrance whatsoever upon any of the assets of the Corporation or any of its Subsidiaries of any nature and wherever located (the "Assets"). 4.4.4. No consent, approval, order or authorization of, or registration, declaration or filing with any domestic or foreign governmental entity is required to be obtained or made by or with respect to the Corporation or any of its Subsidiaries either in connection with the execution of this Agreement by the Corporation or the performance by the Corporation of the transactions contemplated hereby.