Consents

181 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   No Violation

   The execution, delivery, and performance of this Agreement do not and will not (i) violate any law, regulation, or court order to which Purchaser is subject; (ii) conflict with Purchaser’s organizational documents; or (iii) result in the creation or imposition of any lien, security interest, or encumbrance on any property of Purchaser, or any of its subsidiaries, whether now owned or hereafter acquired, other than liens in favor of Sellers

   Functional Brands Inc. (CIK 0001837254) · filed 2023-08-17 · read the filing · this wording recurs in 11 agreements we hold

2. 02

   No Conflicts or Consents

   The execution, delivery, and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with any provision of the Organizational Documents of Seller; (b) violate or conflict with any provision of any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, other requirement, or rule of law of any Governmental Authority (collectively, “ Law ”) or any order, writ, judgment, injunction, decree, stipulation, determination, penalty, or award entered by or with any Governmental Authority (“ Governmental Order ”) applicable to Seller or the Purchased Assets; (c) require the consent, notice, declaration, or filing with or other action by any individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other entity (“ Person ”) or require any permit, License, or Governmental Order; (d) violate or conflict with, result in the acceleration of, or create in any party the right to accelerate, terminate, modify, or cancel any Contract to which Seller is a party or by which Seller or any of the Purchased Assets are subject (including any Assumed Contract); or (e) result in the creation or imposition of any Liens on the Purchased Assets

   CLEANSPARK, INC. (CLSK) (CIK 0000827876) · filed 2024-06-20 · read the filing · this wording recurs in 6 agreements we hold

3. 03

   Consents

   No permit, consent, approval, or authorization of, or designation, declaration or filing with, any Governmental Authority or any other person or entity is required on the part of Purchaser in connection with the execution and delivery by Purchaser of this Agreement or the consummation and performance of the transactions contemplated hereby

   RCI HOSPITALITY HOLDINGS, INC. (RICK) (CIK 0000935419) · filed 2022-12-15 · read the filing · this wording recurs in 6 agreements we hold

4. 04

   Third Party Consents

   If the assignment or transfer of any asset included in the Transferred Assets (including any Later Discovered Contract) or any claim, right or benefit arising thereunder or resulting therefrom, without the consent of a Third Party, would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to an agreement concerning such asset, claim, right or benefit, or, upon assignment or transfer, would in any way adversely affect the rights of Seller or, upon transfer, Purchaser (each, a “ Non-Assignable Right ”), then Seller shall use its commercially reasonable efforts to obtain such consent after the execution of this Agreement until such consent is obtained. If any such consent cannot be obtained prior to the Closing, then, notwithstanding anything to the contrary in this Agreement or any Related Document, (a) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the applicable Non-Assignable Right, and Seller shall use its commercially reasonable efforts to obtain such consent as soon as possible after the Closing and (b) Seller shall use its commercially reasonable efforts to obtain for Purchaser substantially all of the practical benefit and burden of such Non-Assignable Right, including by (i) entering into appropriate and reasonable A-11 TABLE OF CONTENTS ​ ​ ​ alternative arrangements on terms mutually agreeable to Purchaser and Seller and (ii) subject to the consent and control of Purchaser, enforcement, at the cost and for the account of Purchaser, of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. Notwithstanding anything to the contrary in this Agreement (a) neither Seller nor any of its Affiliates shall be required to pay money to any third party, commence any Legal Proceeding or offer or grant any negative concessions in connection with such efforts and (b) such benefits shall be calculated net of additional documented out-of-pocket costs in connection therewith (including Taxes)

   Atreca, Inc. (CIK 0001532346) · filed 2024-04-22 · read the filing · this wording recurs in 4 agreements we hold

5. 05

   Non-Contravention

   The execution and delivery of this Agreement by Stockholder and the performance of the transactions contemplated by this Agreement by Stockholder or its obligations hereunder and the compliance by Stockholder with any provisions hereof, do not and will not violate, conflict with, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any Subject Shares pursuant to: (a) the organizational documents of Stockholder or the Organizational Documents, (b) any applicable Law or any injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Entity to which Stockholder is subject, or (c) any Contract to which Stockholder is a party or is bound or to which the Subject Securities are subject, such that it could reasonably be expected to prevent, delay or impair the ability of Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby

   Seres Therapeutics, Inc. (MCRB) (CIK 0001609809) · filed 2024-08-06 · read the filing · this wording recurs in 4 agreements we hold

6. 06

   No Violation

   Neither the execution and delivery of this Agreement nor its performance and the consummation of the transactions contemplated hereby will (a) violate any provision of the Certificate of Incorporation, Bylaws or other organizational or governance documents of Seller; (b) violate or be in conflict with, or constitute a default (or an event which, with or without due notice or lapse of time, or both, would constitute a default) under, or result in the modification or termination of, or cause or permit the acceleration of the maturity of any debt, obligation, contract or commitment or other agreement to which Seller is a party or by which it may be bound; (c) result in the creation or imposition of any mortgage, pledge, lien, security interest, encumbrance, restriction, charge or limitation of any kind, upon Seller; (d) violate any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority; or (e) make Buyer subject to a potential claims or cause of actions by any third-party as a result of the sale to Buyer of the Acquired Assets or any other transactions contemplated or obligations created by this Agreement. 7 5.1.7 Intellectual Property . (a) Schedule 5.1.7 sets forth a list of (a) all patents, patent applications, trademarks, trademark applications, trade names, domain names, registered copyrights and copyright applications owned by Seller solely related to the Business (collectively, the “ Seller IP ”) and (b) all patents, trademarks, trade names, copyrights, technology and processes licensed to Seller pursuant to a contract and used by Seller in the operation of the Business (collectively, the “ Licensed IP ”). Seller owns, or has the right to use pursuant to valid and effective Contracts, all Seller IP and Licensed IP, and all material software licenses, trade secrets, technical knowledge, know-how and other confidential proprietary information used to conduct the Business. Seller has the complete and exclusive right, title and interest in and to all tangible and intangible property rights existing in the Intellectual Property, and all personnel and contractors who have been or are involved in the creation of any products or Intellectual Property on behalf of Seller have assigned their rights to Seller pursuant to written agreements. (b) To the knowledge of Seller, no claims are pending against Seller by any […]

   HUMBL, INC. (HMBL) (CIK 0001119190) · filed 2024-12-11 · read the filing · this wording recurs in 3 agreements we hold

7. 07

   No Conflicts

   Except as disclosed in the SEC Documents, the execution and delivery of this Agreement and the sale and delivery of the Shares by the Seller and the consummation of the transactions contemplated herein and compliance by the Seller with its obligations hereunder do not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Shares or any property or assets of the Seller pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or any other agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of the property or assets of the Seller is subject, nor does such action result in any violation of the provisions of Organizational Documents of the Seller or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Seller or any of its property or assets

   GOLDEN HEAVEN GROUP HOLDINGS LTD. (GDHG) (CIK 0001928340) · filed 2024-04-19 · read the filing · this wording recurs in 3 agreements we hold

8. 08

   No Violation

   Neither the execution and delivery of this Agreement (or any of the other agreements or documents which have been or will be executed or delivered by Buyer in connection herewith) nor the consummation of the transactions contemplated hereby (or thereby) will violate any provision of or be in conflict with, or constitute a default (or an event which, with or without notice, lapse of time or both, would constitute a default) under, or result in the termination or invalidity of, or accelerate the performance required by, or cause the acceleration of the maturity of any debt or obligation pursuant to, or result in the creation or imposition of any Encumbrance upon the Buyer’s property or assets under any agreement or commitment to which Buyer is a party or by which they may be bound, or to which the Buyer 's property is subject, or violate any statute or law or any judgment, decree, order, regulation or rule of any domestic or foreign court or governmental authority

   Quality Industrial Corp. (QIND) (CIK 0001393781) · filed 2024-05-15 · read the filing · this wording recurs in 3 agreements we hold

9. 09

   Non-contravention

   The execution and delivery of this Agreement and the performance by Purchaser of its obligations hereunder do not and will not contravene, or constitute a default under, any provisions of applicable law or regulation, Purchaser’s organizational documents, or any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser or result in the creation of any lien or other encumbrance on any asset of Purchaser

   Braemar Hotels & Resorts Inc. (BHR, BHR-PB, BHR-PD) (CIK 0001574085) · filed 2024-08-08 · read the filing · this wording recurs in 3 agreements we hold

10. 10

    Government Consents

    Except as set forth on Section 4.2.10 of the Imara Disclosure Schedule, the execution and performance of this Agreement by Imara will not require any consent, approval, authorization, Permit or other order of, action by, filing with or notification to, any Governmental Authority

    IMARA Inc. (ELVN) (CIK 0001672619) · filed 2022-09-23 · read the filing · this wording recurs in 3 agreements we hold

11. 11

    Third Party Consents

    Seller shall exercise reasonable best efforts to obtain the Required Consents between the date hereof and the Closing Date. To the extent that Seller’s rights under any Assumed Contract or any other Purchased Asset may not be assigned to Buyer without the Consent of another Person which has not been obtained prior to or at the Closing (collectively, the “ Unassignable Assets ”), this Agreement shall not constitute an agreement to assign the same (until such Consent reasonably acceptable to Buyer shall have been obtained) if an attempted assignment would constitute a breach thereof or be unlawful, and, subject to the satisfaction (or to the extent permitted by Law, waiver by the Party entitled to the benefit thereof) of the conditions set forth in Article VIII , the Closing shall occur notwithstanding the foregoing without any adjustment to the Closing Cash Consideration in connection therewith. Following the Closing, Seller shall use its commercially reasonable efforts to obtain any such required Consent(s) as promptly as possible; provided , that such efforts shall not require Seller or its Affiliates to expend any sum of money (other than a de minimis sum of money) to obtain each of them, incur any liability (other than a de minimis liability), commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party; provided , further , that in no event will the failure to obtain such Consent prevent the consummation of the transactions contemplated hereby or constitute a breach of this Agreement (other than to the extent such failure constitutes a breach of the obligations set forth in this Section 4.4 or the representations and warranties contained in Section 5.3 ). Until such Consent that is necessary for the effective assignment to Buyer of any Unassignable Asset is obtained, provided and to the extent that Seller can do so without breaching the terms of such Unassignable Asset, Seller shall use commercially reasonable efforts to provide Buyer, in all material respects, with, and Seller shall hold in trust for the exclusive benefit of Buyer, all the economic (taking into account all burdens to Seller), operational and other benefits of such Unassignable Asset, to the extent permitted, as if such Consent had been obtained. Without limitation of and subject to the foregoing, at Buyer’s request, Seller shall use commerciall […]

    Coherus BioSciences, Inc. (CHRS) (CIK 0001512762) · filed 2025-01-14 · read the filing · this wording recurs in 2 agreements we hold

12. 12

    Consents from Third Parties

    (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any asset (including any Permit) or any claim or right or any benefit arising under or resulting from such asset if an attempted assignment thereof, without the consent of a Third Party, would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to an agreement concerning such asset, or would in any way adversely affect the rights of the Seller or, upon transfer, the Buyer or any Transferred Subsidiary under such asset. If any transfer or assignment by the Seller to, or any assumption by the Buyer of, any interest in or liability, obligation or commitment under any asset requires the consent of a Third Party, then such assignment or assumption shall be made subject to such consent being obtained and for 12 months after the Closing, the Seller shall use its reasonable best efforts to obtain such consent. From the date of this Agreement and until the earlier to occur of the Closing and the termination of this Agreement in accordance with Section 9.1 , the Parties shall use their reasonable best efforts to obtain all permits, consents, approvals and authorizations of all Third Parties that are necessary or advisable to consummate the Transactions ( e.g. , with respect to the Leased Real Property, Intellectual Property and other ordinary course Contracts), subject to Section 6.5 ; provided , however , that none of the Seller, the Buyer or the Parent shall be obligated to pay any consent fees, compensation payments or other consideration to any Third Party from whom a permit, consent, approval of authorization is requested. (b) If any such permit, consent, approval or authorization is not obtained prior to the Closing, then, if reasonably requested by the Buyer, the Seller shall, at the sole cost of the Buyer, cooperate in any lawful and reasonable arrangement reasonably proposed by the Buyer under which the Buyer shall obtain the economic claims, rights and benefits under the asset, Permit (including any foreign Permit), claim or right with respect to which the Third Party consent has not been obtained prior to Closing in accordance with this Agreement. Such reasonable arrangement may include (i) the subcontracting, sublicensing or subleasing to the Buyer of any and all […]

    ContextLogic Inc. (LOGC) (CIK 0001822250) · filed 2024-03-15 · read the filing · this wording recurs in 2 agreements we hold