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.
Appears in 1 contract
Absence of Defaults and Conflicts Resulting from the Transaction. The None of (i) the execution, delivery and performance of this Agreement and Agreement, nor the issuance and sale of the Offered Securities Securities, (ii) the execution and delivery of the Reorganization Agreements nor the consummation of the transactions contemplated thereunder nor (iii) the consummation of the Reorganization Transactions 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, charter or 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, 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 except, in the case of clauses (B) and (C) above only for such breachesabove, violations, defaults, liens, charges or encumbrances that as would not, individually or in the aggregate, have result in 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 "; 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 debenture, or other evidence of indebtedness (or any person acting on such holder's ’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 subsidiariessubsidiaries (other than as disclosed in the General Disclosure Package with respect to the Senior Secured Notes (as defined therein)).
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Samples: Underwriting Agreement (Diamond Resorts International, Inc.)
Absence of Defaults and Conflicts Resulting from the Transaction. The execution, delivery and performance of this Agreement and the Transaction Documents by each of the applicable Energy Transfer Entities, the issuance and sale of the Offered Securities by the Partnership and the compliance with the terms and provisions thereof does not and will not (i) violate the Organizational Documents of the applicable Energy Transfer Entities or (ii) result in a breach or violation of any of the terms and provisions of, or constitute a default under, nor has any event occurred that with notice, lapse of time or both would result in any breach or violation of or constitute a default under, or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Company or any of its subsidiaries the Energy Transfer Entities pursuant to: (A) to the charterOrganizational Documents, 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 applicable Energy Transfer Entity or any of their properties, or any Agreements and Instruments (C) any agreement or instrument other than pursuant 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 subjectExisting Indebtedness), except with respect to (B) and (C) above only for such breaches, violations, defaults, liens, charges defaults or encumbrances violations that would not, individually or in the aggregate, have result in 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 debenture, or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company applicable Energy Transfer Entities or any of its their respective subsidiaries.
Appears in 1 contract
Absence of Defaults and Conflicts Resulting from the Transaction. The execution, delivery and performance of this Agreement 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 or any of its subsidiaries pursuant to: , (Ai) the charter, notice of articles, articles or by-laws or other similar organizational documents of the Company or any of its subsidiaries, (Bii) 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 (Ciii) 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 except, in the case of clauses (Bii) and (Ciii) above only for such breaches, violations, defaults, liens, charges violations or encumbrances defaults that would not, individually or in the aggregate, reasonably be expected to 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 debenture, or other evidence of indebtedness (or any person acting on such holder's ’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 subsidiariesindebtedness.
Appears in 1 contract
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 ’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.
Appears in 1 contract
Absence of Defaults and Conflicts Resulting from the Transaction. The execution, delivery and performance of this Agreement 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, charter or 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 above, such representation is made only for such breaches, violations, defaults, liens, charges or encumbrances that would not, individually or in the aggregate, have result in 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, by this Agreement 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 debenture, or other evidence of indebtedness (or any person acting on such holder's ’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.
Appears in 1 contract
Samples: Underwriting Agreement (Codexis Inc)