No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement and, if applicable, the Shareholder Agreement by such Noteholder does not, and the performance of this Agreement and, if applicable, the Shareholder Agreement by such Noteholder and the consummation of the Transactions will not, (i) conflict with or violate the organizational documents of such Noteholder, (ii) conflict with or violate any Laws applicable to such Noteholder or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of such Noteholder under, any material Contract to which such Noteholder is a party or by or to which such Noteholder or any of its properties or assets are bound or subject, in each case that would materially impair such Noteholder’s ability to perform its obligations hereunder or to consummate the Transactions. (b) Assuming the representations and warranties of the Company set forth in Section 2.2 and Section 2.3 are true and correct, the execution and delivery of this Agreement and, if applicable, the Shareholder Agreement by such Noteholder does not, and the performance by such Noteholder of this Agreement and, if applicable, the Shareholder Agreement and the consummation of the Transactions will not, require such Noteholder to obtain any Consents from any Governmental Authority or any third party
Appears in 3 contracts
Sources: Exchange Agreement, Exchange Agreement (Spotify Technology S.A.), Exchange Agreement (Spotify Technology S.A.)
No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement and, if applicable, the Shareholder Agreement by such Noteholder does Purchaser do not, and the performance of this Agreement and, if applicable, the Shareholder Agreement by such Noteholder Purchaser and the consummation of the Transactions transactions contemplated hereby will not, (i) conflict with or violate the Certificate of Limited Partnership or limited partnership agreement or similar organizational documents documents, in each case as currently in effect, of such NoteholderPurchaser, (ii) conflict with or violate any Laws applicable to such Noteholder Purchaser or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of such Noteholder Purchaser under, any material Contract to which such Noteholder Purchaser is a party or by or to which such Noteholder Purchaser or any of its properties or assets are bound or subject, in each case that which breach, default, conflict, right of termination, amendment, acceleration or cancellation, payment or Lien would materially impair such NoteholderPurchaser’s ability to perform its obligations hereunder or to consummate the Transactionstransactions contemplated hereby.
(b) Assuming the representations and warranties of the Company set forth in Section 2.2 and Section 2.3 are true and correct, the The execution and delivery of this Agreement and, if applicable, the Shareholder Agreement by such Noteholder does Purchaser do not, and the performance by such Noteholder Purchaser of this Agreement and, if applicable, the Shareholder Agreement and the consummation of the Transactions transactions contemplated hereby will not, require such Noteholder Purchaser to obtain any Consents from any Governmental Authority Authority, or any third party, except for applicable requirements of the HSR Act, the Securities Act and the Exchange Act.
Appears in 2 contracts
Sources: Stock Purchase Agreement (OCM Principal Opportunities Fund IV, LP), Stock Purchase Agreement (OCM Principal Opportunities Fund IV, LP)
No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement and, if applicable, the Shareholder Agreement by such Noteholder does not, and the performance of this Agreement and, if applicable, the Shareholder Agreement by such Noteholder and the consummation of the Transactions Transactions, including the Sale, will not, (i) conflict with or violate the organizational documents of such Noteholder, (ii) conflict with or violate any Laws applicable to such Noteholder or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of such Noteholder under, any material Contract to which such Noteholder is a party or by or to which such Noteholder or any of its properties or assets are bound or subject, in each case that would materially impair such Noteholder’s ability to perform its obligations hereunder or to consummate the Transactions.
(b) Assuming the representations and warranties of the Company set forth in Section 2.2 and Section 2.3 are true and correct, the execution and delivery of this Agreement and, if applicable, the Shareholder Agreement by such Noteholder does not, and the performance by such Noteholder of this Agreement and, if applicable, the Shareholder Agreement and the consummation of the Transactions Transactions, including the Sale, will not, require such Noteholder to obtain any Consents from any Governmental Authority or any third party
Appears in 1 contract
No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement and, if applicable, the Shareholder Agreement by such Noteholder does not, and the performance of this Agreement and, if applicable, the Shareholder Agreement by such Noteholder and the consummation of the Transactions will not, (i) conflict with or violate the organizational documents of such Noteholder, (ii) conflict with or violate any Laws applicable to such Noteholder or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of such Noteholder under, any material Contract to which such Noteholder is a party or by or to which such Noteholder or any of its properties or assets are bound or subject, in each case that would materially impair such Noteholder’s ability to perform its obligations hereunder or to consummate the Transactions.
(b) Assuming the representations and warranties of the Company set forth in Section 2.2 and Section 2.3 are true and correct, the execution and delivery of this Agreement and, if applicable, the Shareholder Agreement by such Noteholder does not, and the performance by such Noteholder of this Agreement and, if applicable, the Shareholder Agreement and the consummation of the Transactions will not, require such Noteholder to obtain any Consents from any Governmental Authority or any third party.
Appears in 1 contract
No Violation; Consents and Approvals. (a) The execution and delivery of this Agreement and, if applicable, the Shareholder Agreement by such Noteholder does Purchaser do not, and the performance of this Agreement and, if applicable, the Shareholder Agreement by such Noteholder Purchaser and the consummation of the Transactions transactions contemplated hereby will not, (i) conflict with or violate the exempted limited partnership agreement or other applicable constituent or organizational documents documents, in each case as currently in effect, of such NoteholderPurchaser, (ii) conflict with or violate any Laws applicable to such Noteholder Purchaser or by or to which any of its properties or assets are bound or subject, or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the material properties or assets of such Noteholder Purchaser under, any material Contract to which such Noteholder Purchaser is a party or by or to which such Noteholder Purchaser or any of its properties or assets are bound or subject, in each case that which breach, default, conflict, right of termination, amendment, acceleration or cancellation, payment or Lien would materially impair such NoteholderPurchaser’s ability to perform its obligations hereunder or to consummate the Transactionstransactions contemplated hereby.
(b) Assuming the representations and warranties of the Company set forth in Section 2.2 and Section 2.3 are true and correct, the The execution and delivery of this Agreement and, if applicable, the Shareholder Agreement by such Noteholder does Purchaser do not, and the performance by such Noteholder Purchaser of this Agreement and, if applicable, the Shareholder Agreement and the consummation of the Transactions transactions contemplated hereby will not, require such Noteholder Purchaser to obtain any Consents from any Governmental Authority or any third party, except for applicable requirements of the Securities Act and the Exchange Act.
Appears in 1 contract