Absence of Defaults and Conflicts Resulting from the Transaction. Neither (i) the execution, delivery or performance of this Agreement by such Selling Stockholder nor (ii) the offering and sale of the Offered Securities to be sold by such Selling Stockholder violates, conflicts with or constitutes a breach of any of the terms or provisions of, or will violate, conflict with or constitute a breach of any of the terms or provisions of, or a default under (or an event that with notice or the lapse of time, or both, would constitute a default under), or require consent under, or result in the imposition of a lien or encumbrance on any property or assets of such Selling Stockholder or any of its subsidiaries pursuant to, (a) the charter or bylaws or other organizational documents of such Selling Stockholder or any of its subsidiaries, (b) any bond, debenture, note, indenture, mortgage, deed of trust or other agreement or instrument to which such Selling Stockholder or any of its subsidiaries is a party or by which any of them is bound or to which any of their properties are subject, (c) any statute, rule or regulation applicable to such Selling Stockholder or any of its subsidiaries or any of their assets or properties or (d) any judgment, order or decree of any court or governmental agency, body or authority or administrative agency, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its subsidiaries or any of their assets or properties, except, with respect to clauses (b) through (d), as would not reasonably be expected to materially and adversely affect the ability of such Selling Stockholder to perform its obligations under this Agreement.
Absence of Defaults and Conflicts Resulting from the Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any 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 properties of the Company or any of its subsidiaries is subject, except, for purposes of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As used herein, “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Absence of Defaults and Conflicts Resulting from the Transaction. Neither (i) the execution, delivery or performance of this Agreement by the Company or TMM Holdings nor (ii) the offering and sale of the Offered Securities violates, conflicts with or constitutes a breach of any of the terms or provisions of, or will violate, conflict with or constitute a breach of any of the terms or provisions of, or a default under (or an event that with notice or the lapse of time, or both, would constitute a default under), or require consent under, or result in the imposition of a lien or encumbrance on any property or assets of the Company or any of its subsidiaries, or a Debt Repayment Triggering Event (as defined below) pursuant to, (a) the charter or bylaws or other organizational documents of the Company or any of its Significant Subsidiaries, (b) any bond, debenture, note, indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party or by which any of them is bound or to which any of their properties are subject, (c) any statute, rule or regulation applicable to the Company or any of its Significant Subsidiaries or any of their assets or properties or (d) any judgment, order or decree of any court or governmental agency, body or authority or administrative agency, domestic or foreign, having jurisdiction over the Company or any of its Significant Subsidiaries or any of their assets or properties, except, with respect to clauses (b) through (d), as could not reasonably be expected to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Significant Subsidiaries.
Absence of Defaults and Conflicts Resulting from the Transaction. Neither (i) the execution, delivery or performance of this Agreement by the Company or TMM Holdings nor (ii) the offering and sale of the Offered Securities by the Company violates, conflicts with or constitutes a breach of any of the terms or provisions of, or will violate, conflict with or constitute a breach of any of the terms or provisions of, or
Absence of Defaults and Conflicts Resulting from the Transaction. The execution, delivery and performance of this Agreement and the issuance and sale of the Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to: (A) the charter, by-laws or other organizational documents of the Company or any of its subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (C) any 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 properties of the Company or any of its subsidiaries is subject, except with respect to (B) and (C) above only for such breaches, violations, defaults, liens, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect, materially and adversely affect the performance by the Company of its obligations under this Agreement or the consummation of the transactions contemplated hereby, or impair the validity or enforceability of this Agreement. A "Debt Repayment Triggering Event" means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Absence of Defaults and Conflicts Resulting from the Transaction. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Selling Stockholder pursuant to (i) any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Selling Stockholder or any of its properties, (ii) any agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the properties of the Selling Stockholder is subject, or (iii) the certificate of formation or the limited liability company agreement of the Selling Stockholder, except in the case of clauses (i) and (ii), for any breaches, violations, defaults, liens, charges or encumbrances, which, individually or in the aggregate, would not have a material adverse effect of the ability of the Selling Stockholder to consummate the transactions contemplated by this Agreement.
Absence of Defaults and Conflicts Resulting from the Transaction. Neither (i) the execution, delivery or performance of this Agreement by the Company or TMM Holdings nor (ii) the offering and sale of the Offered Securities by the Company violates, conflicts with or constitutes a breach of any of the terms or provisions of, or will violate, conflict with or constitute a breach of any of the terms or provisions of, or a default under (or an event that with notice or the lapse of time, or both, would constitute a default under), or require consent under, or result in the imposition of a lien or encumbrance on any property or assets of the Company or any of its subsidiaries, or a Debt Repayment Triggering Event (as defined below) pursuant to, (a) the charter or bylaws or other organizational documents of the Company or any of its Significant Subsidiaries, (b) any bond, debenture, note, indenture, mortgage, deed of trust or other agreement or
Absence of Defaults and Conflicts Resulting from the Transaction. The execution, delivery and performance of the Custody Agreement, the Power of Attorney and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder pursuant to: (A) any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder or any of its properties, (B) any agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the properties of such Selling Stockholder is subject, or (C) the charter or by-laws of such Selling Stockholder if such Selling Stockholder is a corporation or the constituent documents of such Selling Stockholder if such Selling Stockholder is not a natural person or a corporation, except in the case of clauses (A) and (B) for such breaches, violations, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, reasonably be expected to materially adversely affect such Selling Stockholder’s ability to perform its obligations hereunder and under the Power of Attorney and related Custody Agreement or impair the validity or enforceability hereof and thereof.
Absence of Defaults and Conflicts Resulting from the Transaction. The execution, delivery and performance by the Company of this Agreement, and the offering, issuance and sale of the Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the charter or by-laws or similar organizational documents of the Company, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its properties, or (iii) any agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the properties of the Company is subject, except in the cases of clauses (ii) and (iii) as would not reasonably be expected to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.
Absence of Defaults and Conflicts Resulting from the Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to: (A) the charter or by-laws of the Company or any of its subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (C) any 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 properties of the Company or any of its subsidiaries is subject, except with respect to (B) and (C) above only for such breaches, violations, defaults, liens, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect. A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
