Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Company or any of its subsidiaries is in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties (each, a “Governmental Authority”), as applicable, other than in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None of the execution and delivery of the Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the sale of the Securities) will conflict with or result in a breach or violation of or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries pursuant to (i) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violations, liens, charges, or encumbrances that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; or result in the violation of the charter, bylaws or any equivalent governance document of the Company or any of its Significant Subsidiaries.
Appears in 4 contracts
Samples: Underwriting Agreement (HCA Holdings, Inc.), Underwriting Agreement (HCA Holdings, Inc.), Underwriting Agreement (HCA Holdings, Inc.)
Absence of Violations, Defaults and Conflicts. Except as set forth Neither the Company nor any of its Subsidiaries is (A) in violation of its charter, by-laws or contemplated similar organizational document, (B) in default in the Registration Statementperformance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the General Disclosure Package and Company or any of its Subsidiaries is a party or by which it or any of them may be bound or to which any of the Prospectusproperties, none assets or operations of the Company or any of its subsidiaries Subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenturelaw, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order order, writ or decree applicable to of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries Subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act)aggregate, (ii) and (iii), such violations and defaults that would not reasonably be expected to have result in a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the Agreement and this Agreement, the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the sale of the Securities) and the compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any of its Significant Subsidiaries pursuant to to, the Agreements and Instruments (i) the terms of any indentureexcept for such conflicts, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violations, defaults or Repayment Events or liens, charges, charges or encumbrances that would not reasonably be expected tonot, individually singly or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; or ), nor will such action result in any violation of the violation provisions of the charter, bylaws by-laws or any equivalent governance similar organizational document of the Company or any of its Significant Subsidiaries or, except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives 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 4 contracts
Samples: Underwriting Agreement (National Australia Bank LTD), Underwriting Agreement (Great Western Bancorp, Inc.), Underwriting Agreement (National Australia Bank LTD)
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none None of the Company or any of its subsidiaries Partnership Parties is in violation or default of (i) any provision violation of its charterOrganizational Agreement, bylaws or any equivalent governance document; (ii) the terms violation, breach or default, and no event has occurred that, with notice or lapse of time or both, would constitute such a violation or breach of, or default under, any indenture, contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement including the Revolving Credit Facility, note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it any of the Partnership Parties is or, on the Closing Date, will be a party or by which it or any of them may be bound or to which its property any of the properties or assets of any of the Partnership Parties is subject; subject (collectively, “Agreements and Instruments”), except for any such violations, breaches and defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (iii) violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to the Company or any of its subsidiaries of any arbitrator, court, governmental body, regulatory body, administrative agency, governmental body, arbitrator agency or other authority authority, body or agency having jurisdiction over any of the Company, its subsidiaries Partnership Parties or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for any such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined aggregate, result in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the Agreement Transaction Documents and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Transactions (including the sale issuance and delivery of the Securities) Securities and the Exchange Securities as described under the caption “Use of Proceeds” in the Offering Memorandum), in each case, do not and will conflict not, whether with or result in without the giving of notice or passage of time or both, constitute a breach or violation of of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property properties or assets of the Company or any of its Significant Subsidiaries the Partnership Parties pursuant to, the Agreements and Instruments (except for any such violations, breaches, defaults, Repayment Events or Liens that would not, singly or in the aggregate, result in a Material Adverse Effect and other than Liens created pursuant to the Revolving Credit Facility), nor will such action result in (ix) any violation of the terms provisions of the Organizational Agreements of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; Partnership Parties or (iiy) any violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental AuthorityEntity, other than except in the cases case of clauses clause (i) and (iiy), for any such breaches, violations, liens, charges, or encumbrances violations that would not reasonably be expected tonot, individually singly or in the aggregate, have result in a Material Adverse Effect; . As used herein, a “Repayment Event” means any event or result in condition which gives the violation 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 any of the charter, bylaws or any equivalent governance document of the Company or any of its Significant SubsidiariesPartnership Parties.
Appears in 3 contracts
Samples: Execution Version (Sunoco LP), Purchase Agreement (Sunoco LP), Purchase Agreement (Sunoco LP)
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none None of the Company Issuer or any of its subsidiaries the Principal Subsidiaries is in violation or default of (i) any provision in violation of its charterArticles of Incorporation, bylaws the Regulations of the Board of Directors or any equivalent governance document; similar organizational documents, (ii) the terms in violation of any indenturelaw, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over any of them or any of their respective assets, properties or operations or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it the Issuer or any of the Principal Subsidiaries is a party or bound by which it or any of them may be bound, or to which its any of the property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to assets of the Company Issuer or any of its subsidiaries of any courtPrincipal Subsidiary is subject (collectively, regulatory body“Agreements and Instruments”) except, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties (each, a “Governmental Authority”), as applicable, other than in the cases case of each of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii)) above, for such violations and or defaults that would not reasonably be expected to have not, singly or in the aggregate, result in a Material Adverse Effect. None ; and the issuance of the execution Notes and the execution, delivery and performance of this Agreement, the Agreement Indenture, the Notes and any other agreement or instrument entered into or issued or to be entered into or issued by the Issuer in connection with the transactions contemplated hereby or thereby and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus (including the issuance and sale of the SecuritiesNotes and the use of the proceeds from the sale of the Notes as described in the Time of Sale Information and the Prospectus under the caption “Use of Proceeds”) and compliance by the Issuer with its obligations under this Agreement, the Indenture and the Notes have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Issuer or any Principal Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would, singly or in aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of its Significant Subsidiaries pursuant to (i) the terms provisions of any indenturethe Articles of Incorporation, contract, lease, mortgage, deed the Regulations of trust, note agreement, loan agreement the Board of Directors or other agreement, obligation, condition, covenant or instrument to which similar organizational document of the Company Issuer or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; Principal Subsidiary or (ii) any applicable law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental Authoritygovernment, other than in government instrumentality or court, domestic or foreign, having jurisdiction over the cases of clauses (i) and (ii), such breaches, violations, liens, charges, or encumbrances that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; or result in the violation of the charter, bylaws or any equivalent governance document of the Company Issuer or any of its Significant Subsidiariesthe Principal Subsidiaries or any of their respective assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives 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 Issuer or any Principal Subsidiary.
Appears in 3 contracts
Samples: Underwriting Agreement (Mizuho Financial Group Inc), Mizuho Financial Group Inc, Mizuho Financial Group Inc
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in Neither the Registration Statement, the General Disclosure Package and the Prospectus, none of the Company or Dutch Parties nor any of its their subsidiaries is (A) in violation or default of (i) any provision of its charter, bylaws by-laws or any equivalent governance similar organizational document; , (iiB) in default in the terms performance or observance of any indentureobligation, agreement, covenant or condition contained in any contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it either of the Dutch Parties or any of their subsidiaries is a party or by which it or any of them may be bound or to which its property any of the properties or assets of either of the Dutch Parties or any subsidiary is subject; subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (iiiC) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to the Company or any of its subsidiaries of any arbitrator, court, governmental body, regulatory body, administrative agency, governmental body, arbitrator agency or other authority authority, body or agency having jurisdiction over either of the Company, its Dutch Parties or any of their subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act)aggregate, (ii) and (iii), such violations and defaults that would not reasonably be expected to have result in a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the sale of the SecuritiesSecurities as described therein) and compliance by each of the Dutch Parties with its obligations hereunder have been duly authorized by all necessary corporate or similar action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company Dutch Parties or any of its Significant Subsidiaries their subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the terms provisions of any indenturethe charter, contract, lease, mortgage, deed by-laws or similar organizational document of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company Dutch Parties or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; subsidiaries or (ii) any law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental AuthorityEntity, other than except in the cases case of clauses (i) and clause (ii)) above, for such breaches, violations, liens, charges, or encumbrances violations that would not reasonably be expected tonot, individually singly or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; . As used herein, a “Repayment Event” means any event or result in condition which gives the violation 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 either of the charter, bylaws or any equivalent governance document of the Company Dutch Parties or any of its Significant Subsidiariestheir subsidiaries.
Appears in 3 contracts
Samples: Underwriting Agreement (Dutch Bros Inc.), Underwriting Agreement (Dutch Bros Inc.), Underwriting Agreement (Dutch Bros Inc.)
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none None of the Company or any Partnership Entities is (A) in violation of its subsidiaries is Organizational Agreements, (B) in violation, breach or default, and no event has occurred that, with notice or lapse of time or both, would constitute such a violation or breach of, or default of (i) under, any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenture, contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it any of the Partnership Entities is or, on the Closing Date, will be, a party or by which it or any of them may be bound or to which its property any of the properties or assets of any of the Partnership Entities is subject; subject (collectively, “Agreements and Instruments”), except for any such violations, breaches and defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (iiiC) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties (each, a “Governmental Authority”), as applicableexcept for any such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined aggregate, result in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance of this Agreement and the execution and delivery of the Registration Rights Agreement and the consummation of the transactions contemplated herein hereby and the consummation of transactions contemplated in the Registration StatementContribution Agreement do not and will not, the General Disclosure Package and the Prospectus (including the sale of the Securities) will conflict whether with or result in without the giving of notice or passage of time or both, constitute a breach or violation of of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property properties or assets of the Company or any of its Significant Subsidiaries the Partnership Entities pursuant to, the Agreements and Instruments (except for any such violations, breaches, defaults, Repayment Events or Liens, that would not, singly or in the aggregate, result in a Material Adverse Effect and other than Liens created pursuant to the Revolving Credit Facility), nor will such action result in (ix) any violation of the terms provisions of the Organizational Agreements of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; Partnership Entities or (iiy) any violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental Authority, other than except in the cases case of clauses clause (i) and (iiy), for any such breaches, violations, liens, charges, or encumbrances violations that would not reasonably be expected tonot, individually singly or in the aggregate, have result in a Material Adverse Effect; . As used herein, a “Repayment Event” means any event or result in condition which gives the violation 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 any of the charter, bylaws or any equivalent governance document of the Company or any of its Significant SubsidiariesPartnership Entities.
Appears in 3 contracts
Samples: Common Unit Purchase Agreement (Sunoco LP), Common Unit Purchase Agreement (Sunoco LP), Common Unit Purchase Agreement
Absence of Violations, Defaults and Conflicts. Except as set forth Neither the Company nor any of its subsidiaries is (A) in violation of its respective charter, bylaws, certificate of limited partnership, agreement of limited partnership or contemplated other organizational document, (B) in default in the Registration Statementperformance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease, or other agreement or instrument to which the General Disclosure Package and Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the Prospectus, none Properties or any other properties or assets of the Company or any of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (C) in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenturelaw, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order order, writ or decree applicable to of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries Properties or any of their respective properties its other properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined aggregate, result in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the this Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the SecuritiesShares and the use of the net proceeds from the sale of the Shares as described therein under the caption “Use of Proceeds” in the Prospectus Supplement) and compliance by the Company with its obligations hereunder and (to the extent a party thereto) thereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or to the actual knowledge of the Company result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon the Properties or any property other properties or assets of the Company or any of its Significant Subsidiaries subsidiaries pursuant to to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances as are described in or contemplated by the Registration Statement, the General Disclosure Package or the Prospectus that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the terms provisions of any indenturethe charter, contractbylaws, leasecertificate of limited partnership, mortgage, deed agreement of trust, note agreement, loan agreement limited partnership or other agreementorganizational document, obligationas applicable, condition, covenant or instrument to which of the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; subsidiaries or (ii) to the actual knowledge of the Company after due inquiry, any applicable law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental AuthorityEntity, other than except in the cases case of clauses (i) and clause (ii)) only, for any such breaches, violations, liens, charges, or encumbrances violation that would not reasonably be expected tonot, individually singly or in the aggregate, have result in a Material Adverse Effect; . As used herein, a “Repayment Event” means any event or result in condition which gives the violation holder of the charterany note, bylaws debenture or other evidence of indebtedness (or any equivalent governance document 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 Subsidiariessubsidiaries.
Appears in 3 contracts
Samples: Sales Agency Agreement (Community Healthcare Trust Inc), Sales Agency Agreement (Community Healthcare Trust Inc), Sales Agency Agreement (Community Healthcare Trust Inc)
Absence of Violations, Defaults and Conflicts. Except as set forth Neither TCP nor the General Partner is (A) in violation of its certificate of formation or contemplated limited liability company operating agreement, (B) in default in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Company performance or any of its subsidiaries is in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms observance of any indentureobligation, agreement, covenant or condition contained in any contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it TCP or the General Partner is a party or bound by which it or either of them may be bound, or to which its property any of the properties or assets of TCP or the General Partner is subject; subject (collectively, the “TCP/General Partner Agreements and Instruments”), except for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a TCP Material Adverse Effect, or (iiiC) in violation of any applicable law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to the Company or any of its subsidiaries of any courtGovernmental Entity, regulatory bodyexcept for such violations that would not, administrative agencyindividually or in the aggregate, governmental bodyreasonably be expected to result in a TCP Material Adverse Effect. The execution, arbitrator or other authority having jurisdiction over delivery and performance of this Agreement, the CompanyInvestment Advisory Agreements, its subsidiaries or any of their respective properties (each, a “Governmental Authority”)the Administration Agreement and the SVCP LP Agreement, as applicable, other than in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None of the execution and delivery of the Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the SecuritiesSecurities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by TCP and the General Partner with its obligations hereunder and thereunder have been duly authorized by all necessary limited liability company action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or TCP/General Partner Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of TCP or the Company General Partner pursuant to, TCP/General Partner Agreements and Instruments (except for such conflicts, breaches, defaults or TCP/General Partner Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a TCP Material Adverse Effect), nor will such action result in any violation of the provisions of the certificate of formation or the limited liability company operating agreement of TCP or the General Partner or any of its Significant Subsidiaries pursuant to (i) the terms of any indentureapplicable law, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental AuthorityEntity. As used herein, a “TCP/General Partner Repayment Event” means any event or condition which gives the holder of any note, debenture or other than in the cases evidence of clauses indebtedness (i) and (ii), such breaches, violations, liens, charges, or encumbrances that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; or result in the violation of the charter, bylaws or any equivalent governance document 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 TCP or the Company or any of its Significant SubsidiariesGeneral Partner.
Appears in 3 contracts
Samples: Underwriting Agreement (TCP Capital Corp.), Underwriting Agreement (TCP Capital Corp.), Underwriting Agreement (TCP Capital Corp.)
Absence of Violations, Defaults and Conflicts. Except as set forth Neither the Company nor any of its Subsidiaries is in violation of its charter, bylaws or contemplated similar organizational document. Neither the Company nor any of its subsidiaries is (A) in default in the Registration Statementperformance or observance of any obligation, the General Disclosure Package and the Prospectusagreement, none covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or by which it or any of them may be bound or to which its property any of the properties or assets of the Company or any subsidiary is subject; subject (collectively, “Agreements and Instruments”), except for such defaults that would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect, or (iiiB) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicable, other than in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), except for such violations and defaults that would not reasonably be expected to have to, singly or in the aggregate, result in a Material Adverse Effect. None The execution, delivery and performance of this Agreement by the execution and delivery of the Agreement Company and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including and compliance by the sale Company with its obligations hereunder have been duly authorized by all necessary corporate action on the part of the SecuritiesCompany and do not and will not, whether with or without the giving of notice or passage of time or both, constitute a breach of, or default or Repayment Event (as defined below) will conflict with under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any of its Significant Subsidiaries subsidiary pursuant to to, the Agreements and Instruments (i) the terms of any indentureexcept for such conflicts, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violations, defaults or Repayment Events or liens, charges, charges or encumbrances that would not reasonably be expected tonot, individually singly or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; or ), nor will such action result in (x) any violation of the violation provisions of the charter, bylaws or any equivalent governance similar organizational document of the Company or any of its Significant subsidiaries or (y) any violation by the Company or any of its Subsidiaries of any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except with respect to clause (y), such violations as would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness of the Company or any of its Subsidiaries (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 3 contracts
Samples: Underwriting Agreement (Montrose Environmental Group, Inc.), Agreement (Montrose Environmental Group, Inc.), Montrose Environmental Group, Inc.
Absence of Violations, Defaults and Conflicts. Except as set forth Neither the Company nor any of its subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or contemplated other organizational document, (B) in default in the Registration Statementperformance or observance of any obligation, the General Disclosure Package and the Prospectusagreement, none covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or by which it or any of them may be bound or to which its property any of their respective properties, assets or operations is subject; subject (collectively, “Agreements and Instruments”), except for such defaults that would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect, or (iiiC) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to of any arbitrator, court, governmental agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicable, other than in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), except for such violations and defaults that would not reasonably be expected to have to, singly or in the aggregate, result in a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the SecuritiesSecurities and the use of the net proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property of the properties, assets or assets operations of the Company or any of its Significant Subsidiaries subsidiaries pursuant to to, the Agreements and Instruments (i) the terms of any indentureexcept for such conflicts, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violationsdefaults, Repayment Events, liens, charges, charges or encumbrances that would not reasonably be expected to, individually singly or in the aggregate, have result in a Material Adverse Effect; or ), nor will such action result in any violation of (i) the violation provisions of the charter, bylaws bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or any equivalent governance document other organizational document, as applicable, of the Company or any of its Significant Subsidiariessubsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument (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 financing by the Company or any of its subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Claros Mortgage Trust, Inc.), Underwriting Agreement (Claros Mortgage Trust, Inc.)
Absence of Violations, Defaults and Conflicts. Except as set forth Neither the Company nor any of its Subsidiaries is (A) in violation of its charter, by-laws or contemplated similar organizational document, (B) in default in the Registration Statementperformance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the General Disclosure Package and Company or any of its Subsidiaries is a party or by which it or any of them may be bound or to which any of the Prospectusproperties, none assets or operations of the Company or any of its subsidiaries Subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenturelaw, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order order, writ or decree applicable to of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries Subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act)aggregate, (ii) and (iii), such violations and defaults that would not reasonably be expected to have result in a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the Agreement and this Agreement, the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the sale of the Securities) and the compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any of its Significant Subsidiaries pursuant to to, the Agreements and Instruments (i) the terms of any indentureexcept for such conflicts, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violations, defaults or Repayment Events or liens, charges, charges or encumbrances that would not reasonably be expected tonot, individually singly or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; or ), nor will such action result in any violation of the violation provisions of the charter, bylaws by-laws or any equivalent governance similar organizational document of the Company or any of its Significant SubsidiariesSubsidiaries or, except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives 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 2 contracts
Samples: Underwriting Agreement (National Australia Bank LTD), Underwriting Agreement (Great Western Bancorp, Inc.)
Absence of Violations, Defaults and Conflicts. Except Neither the Company nor any of its subsidiaries is in violation of its declaration of trust, charter, bylaws or similar governing instruments and, except as set forth or contemplated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, none neither the Company nor any of its subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound by which it or any of them may be bound, or to which its any of the property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to assets of the Company or any of its subsidiaries of any courtsubsidiary is subject (collectively, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties (each, a “Governmental AuthorityAgreements and Instruments”), as applicable, other than in the cases of clauses (i) (if except for such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have result in a Material Adverse Effect. None ; and the execution, delivery and performance of the execution and delivery of the this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including and compliance by the sale Company with its obligations hereunder and thereunder have been duly authorized by all necessary trust action and do not and will not, whether with or without the giving of the Securities) will notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of its Significant Subsidiaries pursuant to (i) the terms provisions of any indenture, contract, lease, mortgage, deed the declaration of trust, note agreementcharter, loan agreement bylaws or other agreement, obligation, condition, covenant or similar governing instrument to which of the Company or any of its Significant Subsidiaries is a party subsidiary or bound or to which its or their property is subject; or (ii) any applicable law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental Authorityarbitrator, court, governmental body, regulatory body, administrative agency or other than in the cases of clauses (i) and (ii)authority, such breaches, violations, liens, charges, body or encumbrances that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; or result in the violation of the charter, bylaws or any equivalent governance document of agency having jurisdiction over the Company or any subsidiary or any of its Significant Subsidiariestheir respective assets, properties or operations (each, a “Governmental Entity”). As used herein, a “Repayment Event” means any event or condition which gives 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 subsidiary.
Appears in 2 contracts
Samples: Equity Offeringsm Sales Agreement (Weingarten Realty Investors /Tx/), Equity Offering Sales Agreement (Weingarten Realty Investors /Tx/)
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Company or any of its subsidiaries The Administrator is not in violation or default of (i) any provision of its charter, bylaws by-laws or any equivalent governance document; (ii) similar organizational document or in default in the terms performance or observance of any indentureobligation, contractagreement, leasecovenant or condition contained in any contracts, mortgageindentures, deed mortgages, deeds of trust, note agreementloan or credit agreements, loan agreement bonds, notes, debentures, evidences of indebtedness, leases or other agreement, obligation, condition, covenant instruments or instrument agreements to which it the Administrator is a party or by which the Administrator is bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries the property or assets of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties Administrator is subject (each, a “Governmental AuthorityAdministrator Document”), as applicable, other than in the cases of clauses (i) (if except for such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have result in a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the SecuritiesUnderwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Administrator with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Company Administrator pursuant toany Administrator Document, except for such conflicts, breaches, defaults or Liens that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter, by-laws or similar organizational document of the Administrator, as applicable, or any of its Significant Subsidiaries pursuant to (i) the terms of any indentureapplicable law, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental Authoritygovernment, other than in government instrumentality or court, domestic or foreign, having jurisdiction over the cases of clauses (i) and (ii), such breaches, violations, liens, charges, or encumbrances that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; or result in the violation of the charter, bylaws or any equivalent governance document of the Company Administrator or any of its Significant Subsidiariesassets, properties or operations.
Appears in 2 contracts
Samples: Underwriting Agreement (Garrison Capital Inc.), Underwriting Agreement (WhiteHorse Finance, Inc.)
Absence of Violations, Defaults and Conflicts. Except as set forth Neither the Company nor any of its subsidiaries is (A) in violation of its charter, bylaws or contemplated similar organizational document, except, in the Registration Statementcase of the Company’s subsidiaries, for such violations that would not, singly or in the General Disclosure Package and aggregate, result in a Material Adverse Effect, (B) in default in the Prospectusperformance or observance of any obligation, none agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or by which it or any of them may be bound or to which its property any of the properties or assets of the Company or any subsidiary is subject; subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (iiiC) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined aggregate, result in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Conversion Shares and the Warrant Shares) and compliance by the Company with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any of its Significant Subsidiaries subsidiary pursuant to to, the Agreements and Instruments (i) the terms of any indentureexcept for such conflicts, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violations, defaults or Repayment Events or liens, charges, charges or encumbrances that would not reasonably be expected tonot, individually singly or in the aggregate, have result in a Material Adverse Effect; or ), nor will such action result in the any violation of (i) the charterprovisions of the certificate of incorporation, bylaws by-laws or any equivalent governance similar organizational document of the Company or any of its Significant Subsidiariessubsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) for such violations as would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives 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 2 contracts
Samples: Voting Agreement (Idera Pharmaceuticals, Inc.), Registration Rights Agreement (Bellicum Pharmaceuticals, Inc)
Absence of Violations, Defaults and Conflicts. Except as set forth Neither the Company nor any of its Significant Subsidiaries is (A) in violation of its charter, bylaws or contemplated similar organizational document, (B) in default in the Registration Statementperformance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the General Disclosure Package and Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound or to which any of the Prospectusproperties, none assets or operations of the Company or any of its subsidiaries Significant Subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (C) in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenturelaw, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order order, writ or decree applicable to of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries Significant Subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined aggregate, result in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance by the Company of this Agreement, the execution Indenture and delivery of the Agreement Notes and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the SecuritiesNotes and the use of the proceeds from the sale of the Notes as described therein under the caption “Use of Proceeds”) have been duly authorized by all requisite action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties, assets or assets operations of the Company or any of its Significant Subsidiaries pursuant to to, the Agreements and Instruments (i) the terms of any indentureexcept for such conflicts, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violations, defaults or Repayment Events or liens, charges, charges or encumbrances that would not reasonably be expected tonot, individually singly or in the aggregate, have result in a Material Adverse Effect; or ), nor will such action result in any violation of the violation provisions of the charter, bylaws or any equivalent governance similar organizational document of the Company or any of its Significant Subsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other financing instrument (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of the related financing by the Company or any of its Significant Subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Tapestry, Inc.), Underwriting Agreement (Tapestry, Inc.)
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none of the The Company or any of its subsidiaries is not (A) in violation or default of (i) any provision of its charter, bylaws by-laws or any equivalent governance similar organizational document; , (iiB) in default in the terms performance or observance of any indentureobligation, agreement, covenant or condition contained in any contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it the Company is a party or by which either of them may be bound or to which its property any of the properties or assets of the Company is subject; subject (collectively, “Agreements and Instruments”), or (iiiC) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicable, other than in the cases of clauses except with respect to subclauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act), (iiB) and (iiiC), to the extent that such violations and defaults that would default or violation is not reasonably be expected likely to have result in a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the SecuritiesSecurities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company pursuant to, the Agreements and Instruments except to the extent that such conflict, breach or default is not reasonably likely to result in a Material Adverse Effect, nor will such action result in any violation of its Significant Subsidiaries pursuant to (i) the terms provisions of any indenturethe charter, contract, lease, mortgage, deed by-laws or similar organizational document of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental AuthorityEntity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other than in the cases evidence of clauses indebtedness (i) and (ii), such breaches, violations, liens, charges, or encumbrances that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; or result in the violation of the charter, bylaws or any equivalent governance document 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 SubsidiariesCompany.
Appears in 2 contracts
Samples: Underwriting Agreement (SenesTech, Inc.), Underwriting Agreement (SenesTech, Inc.)
Absence of Violations, Defaults and Conflicts. Except as set forth Neither the Company nor any of its subsidiaries is (A) in violation of its charter, by-laws or contemplated similar organizational document, (B) in default in the Registration Statementperformance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the General Disclosure Package and Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the Prospectusproperties, none assets or operations of the Company or any of its subsidiaries is subject (collectively, “Agreements and Instruments”), or (C) in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indentureapplicable law, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order order, writ or decree applicable to of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept, other than in the cases case of clauses (B) and (C), for such defaults or violations that would not, singly or in the aggregate, result in (i) (if such entity is not the Company a Material Adverse Effect or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None material adverse effect on the ability of the execution Company to enter into and perform its obligations under, or consummate the transactions contemplated in, this Agreement, the Indenture or the Notes. The execution, delivery and performance of this Agreement, the Agreement Indenture and the Notes and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the SecuritiesNotes and the use of the proceeds from the sale of the Notes as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all requisite corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties, assets or assets operations of the Company or any of its Significant Subsidiaries subsidiaries pursuant to to, the Agreements and Instruments (i) the terms of any indentureexcept for such conflicts, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violations, defaults or Repayment Events or liens, charges, charges or encumbrances that would not reasonably be expected tonot, individually singly or in the aggregate, have result in a Material Adverse Effect; or ), nor will such action result in any violation of the violation provisions of the charter, bylaws or any equivalent governance similar organizational document of the Company or any of its Significant Subsidiariessubsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other financing instrument (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of the related financing by the Company or any of its subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Hexcel Corp /De/), Underwriting Agreement (Hexcel Corp /De/)
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none of Neither the Company or any of nor its subsidiaries subsidiary is (A) in violation or default of (i) any provision of its charter, bylaws by-laws or any equivalent governance similar organizational document; , (iiB) in default in the terms performance or observance of any indentureobligation, agreement, covenant or condition contained in any contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it the Company or its subsidiary is a party or by which either of them may be bound or to which any of the properties or assets of the Company or its property subsidiary is subject; subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (iiiC) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to the Company or any of its subsidiaries of any arbitrator, court, governmental body, regulatory body, administrative agency, governmental body, arbitrator agency or other authority authority, body or agency having jurisdiction over the Company, Company or its subsidiaries subsidiary or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined aggregate, result in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the SecuritiesSecurities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or its subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of its Significant Subsidiaries pursuant to (i) the terms provisions of any indenturethe charter, contract, lease, mortgage, deed by-laws or similar organizational document of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or its subsidiary or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental AuthorityEntity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other than in the cases evidence of clauses indebtedness (i) and (ii), such breaches, violations, liens, charges, or encumbrances that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; or result in the violation of the charter, bylaws or any equivalent governance document 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 Subsidiariessubsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Cerulean Pharma Inc.), Underwriting Agreement (Cerulean Pharma Inc.)
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none Neither of the Company or Transaction Entities nor any of its their subsidiaries is (A) in violation or default of (i) any provision of its charter, bylaws by-laws or any equivalent governance similar organizational document; , (iiB) in default in the terms performance or observance of any indentureobligation, agreement, covenant or condition contained in any contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it either of the Transaction Entities or any of their subsidiaries is a party or by which it or any of them may be bound or to which its property any of the properties or assets of the Transaction Entities or any of their subsidiaries is subject; subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (iiiC) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to the Company or any of its subsidiaries of any arbitrator, court, governmental body, regulatory body, administrative agency, governmental body, arbitrator agency or other authority authority, body or agency having jurisdiction over either of the Company, its Transaction Entities or any of their subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined aggregate, result in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the SecuritiesSecurities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company Transaction Entities or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, by-laws or similar organizational document of the Transaction Entities or any of its Significant Subsidiaries pursuant to (i) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company their subsidiaries or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental AuthorityEntity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other than in the cases evidence of clauses indebtedness (i) and (ii), such breaches, violations, liens, charges, or encumbrances that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; or result in the violation of the charter, bylaws or any equivalent governance document 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 Transaction Entities or any of its Significant Subsidiariestheir subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (SemiLEDs Corp), Underwriting Agreement (SemiLEDs Corp)
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none None of the Company or Company, DFH LLC nor any of its their subsidiaries is (A) in violation or default of (i) any provision of its charter, bylaws by-laws or any equivalent governance similar organizational document; , (iiB) in default in the terms performance or observance of any indentureobligation, agreement, covenant or condition contained in any contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it the Company, DFH LLC or any of their subsidiaries is a party or by which it or any of them may be bound or to which its property any of the properties or assets of the Company, DFH LLC or any subsidiary is subject; subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (iiiC) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to the Company or any of its subsidiaries of any arbitrator, court, governmental body, regulatory body, administrative agency, governmental body, arbitrator agency or other authority authority, body or agency having jurisdiction over the Company, DFH LLC or any of its subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined aggregate, result in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance of this Agreement and the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated herein herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds” and the consummation of the Corporate Reorganization) and compliance by the Company and DFH LLC with its obligations hereunder have been duly authorized by all necessary corporate or similar action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company Company, DFH LLC or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, by-laws or similar organizational document of the Company, DFH LLC or any of its Significant Subsidiaries pursuant to (i) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company their subsidiaries or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental AuthorityEntity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other than in the cases evidence of clauses indebtedness (i) and (ii), such breaches, violations, liens, charges, or encumbrances that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; or result in the violation of the charter, bylaws or any equivalent governance document 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 Company, DFH LLC or any of its Significant Subsidiariessubsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Dream Finders Homes, Inc.), Underwriting Agreement (Dream Finders Homes, Inc.)
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none of the The Company or any of its subsidiaries is not (A) in violation or default of (i) any provision of its charter, bylaws by-laws or any equivalent governance similar organizational document; , (iiB) in default in the terms performance or observance of any indentureobligation, agreement, covenant or condition contained in any contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it the Company is a party or by which it may be bound or to which its property any of the properties or assets of the Company is subject; subject (collectively, “Agreements and Instruments”), except for such defaults that would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect, or (iiiC) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any courtproperties, regulatory body, administrative agency, governmental body, arbitrator assets or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties operations (each, a “Governmental AuthorityEntity”), as applicable, other than in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), except for such violations and defaults that would not reasonably be expected to have to, singly or in the aggregate, result in a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the Agreement Operative Agreements and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the SecuritiesSecurities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any of its Significant Subsidiaries pursuant to to, the Agreements and Instruments (i) the terms of any indentureexcept for such conflicts, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violations, defaults or Repayment Events or liens, charges, charges or encumbrances that would not reasonably be expected to, individually singly or in the aggregate, have result in a Material Adverse Effect; or ), nor will such action result in the any violation of the provisions of (x) the charter, bylaws by-laws or any equivalent governance similar organizational document of the Company or (y) any law, statute, rule, regulation, judgment, order, writ or decree of its Significant Subsidiariesany Governmental Entity, except with respect to clause (y), such violations as would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives 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.
Appears in 2 contracts
Samples: Underwriting Agreement (Everest Consolidator Acquisition Corp), Underwriting Agreement (Everest Consolidator Acquisition Corp)
Absence of Violations, Defaults and Conflicts. Except as set forth Neither the Company nor any of its subsidiaries is (A) in violation of its charter, by-laws or contemplated similar organizational document, (B) in default in the Registration Statementperformance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the General Disclosure Package and Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the Prospectusproperties, none assets or operations of the Company or any of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (C) in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenturelaw, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency (including, without limitation, each applicable to Regulatory Agency) or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined aggregate, result in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the Agreement Operative Documents and the consummation of the transactions contemplated herein in this Agreement, the Deposit Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus (including and compliance by the sale Company with its obligations under the Operative Documents have been duly authorized by the Company by all requisite action and do not and will not, whether with or without the giving of the Securities) will notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties, assets or assets operations of the Company or any of its Significant Subsidiaries subsidiaries pursuant to to, the Agreements and Instruments (i) the terms of any indentureexcept for such conflicts, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violations, defaults or Repayment Events or liens, charges, charges or encumbrances that would not reasonably be expected tonot, individually singly or in the aggregate, have result in a Material Adverse Effect; or ), nor will such action result in any violation of the violation provisions of the charter, bylaws by-laws or any equivalent governance similar organizational document of the Company or any of its Significant Subsidiariessubsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity (except, in the case of any such violations of any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, for such violations as would not, singly or in the aggregate, result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other financing instrument (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of the related financing by the Company or any of its subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (M&t Bank Corp), Underwriting Agreement (M&t Bank Corp)
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Company or any of its subsidiaries The Administrator is not in violation or default of (i) any provision of its charter, bylaws by-laws or any equivalent governance document; (ii) similar organizational document or in default in the terms performance or observance of any indentureobligation, contractagreement, leasecovenant or condition contained in any contracts, mortgageindentures, deed mortgages, deeds of trust, note agreementloan or credit agreements, loan agreement bonds, notes, debentures, evidences of indebtedness, leases or other agreement, obligation, condition, covenant instruments or instrument agreements to which it the Administrator is a party or by which the Administrator is bound or to which its any of the property or assets of the Administrator is subject; subject (“Administrator Documents”), except for such defaults that would not, singly or (iii) in the aggregate, result in a Material Adverse Effect or an Administrator Material Adverse Effect. The Administrator is not in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to the Company or any of its subsidiaries of any courtGovernmental Entity, regulatory bodyexcept for such violations that would not, administrative agency, governmental body, arbitrator singly or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties (each, a “Governmental Authority”), as applicable, other than in the cases of clauses (i) (if such entity is not the Company aggregate, result in a Material Adverse Effect or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a an Administrator Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of Company Agreements to which the Agreement Administrator is a party and the consummation of the transactions contemplated therein and herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including and compliance by the sale Administrator with its obligations thereunder and hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of the Securities) will notice or passage of time or both, conflict with or constitute a breach of, or default or an Administrator Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company Administrator pursuant to, the Administrator Agreements and Instruments (except for such conflicts, breaches, defaults or Administrator Repayment Event or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or an Administrator Material Adverse Effect), nor will such action result in any violation of its Significant Subsidiaries pursuant to (i) the terms provisions of any indenturethe charter, contract, lease, mortgage, deed by-laws or similar organizational document of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; Administrator or (ii) any law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental AuthorityEntity, other than except, in the cases case of clauses (i) and clause (ii)) above, for any such breaches, violations, liens, charges, or encumbrances violation that would not reasonably be expected tonot, individually singly or in the aggregate, have result in a Material Adverse Effect or an Administrator Material Adverse Effect; . As used herein, an “Administrator Repayment Event” means any event or result in condition which gives the violation holder of the charterany note, bylaws debenture or other evidence of indebtedness (or any equivalent governance document 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 SubsidiariesAdministrator.
Appears in 2 contracts
Samples: Underwriting Agreement (Garrison Capital Inc.), Underwriting Agreement (Garrison Capital Inc.)
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none of the The Company or any of its subsidiaries is not (A) in violation or default of (i) any provision of its charter, bylaws by-laws or any equivalent governance similar organizational document; , (iiB) in default in the terms performance or observance of any indentureobligation, agreement, covenant or condition contained in any contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it the Company is a party or by which it may be bound or to which its property any of the properties or assets of the Company is subject; subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (iiiC) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any courtproperties, regulatory body, administrative agency, governmental body, arbitrator assets or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act)aggregate, (ii) and (iii), such violations and defaults that would not reasonably be expected to have result in a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the Agreement Operative Agreements and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the SecuritiesSecurities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of its Significant Subsidiaries pursuant to the provisions of the (ix) the terms charter, by-laws or similar organizational document of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (iiy) any law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental AuthorityEntity, other than except in the cases case of clauses clause (iy) and (ii)for such violations as would not, such breaches, violations, liens, charges, or encumbrances that would not reasonably be expected to, individually singly or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; . As used herein, a “Repayment Event” means any event or result in condition which gives the violation holder of the charterany note, bylaws debenture or other evidence of indebtedness (or any equivalent governance document 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 SubsidiariesCompany.
Appears in 2 contracts
Samples: Underwriting Agreement (Mercato Partners Acquisition Corp), Underwriting Agreement (Mercato Partners Acquisition Corp)
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Company or any of its subsidiaries The Administrator is not in violation or default of (i) any provision of its charter, bylaws by-laws or any equivalent governance document; (ii) similar organizational document or in default in the terms performance or observance of any indentureobligation, contractagreement, leasecovenant or condition contained in any contracts, mortgageindentures, deed mortgages, deeds of trust, note agreementloan or credit agreements, loan agreement bonds, notes, debentures, evidences of indebtedness, leases or other agreement, obligation, condition, covenant instruments or instrument agreements to which it the Administrator is a party or by which the Administrator is bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries the property or assets of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties Administrator is subject (each, a “Governmental AuthorityAdministrator Document”), as applicable, other than in the cases of clauses (i) (if except for such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have result in a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the SecuritiesSecurities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Administrator with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Company Administrator pursuant toany Administrator Document, except for such conflicts, breaches, defaults or Liens that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter, by-laws or similar organizational document of the Administrator, as applicable, or any of its Significant Subsidiaries pursuant to (i) the terms of any indentureapplicable law, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental Authoritygovernment, other than in government instrumentality or court, domestic or foreign, having jurisdiction over the cases of clauses (i) and (ii), such breaches, violations, liens, charges, or encumbrances that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; or result in the violation of the charter, bylaws or any equivalent governance document of the Company Administrator or any of its Significant Subsidiariesassets, properties or operations.
Appears in 2 contracts
Samples: Underwriting Agreement (WhiteHorse Finance, Inc.), Underwriting Agreement (Garrison Capital Inc.)
Absence of Violations, Defaults and Conflicts. Except as set forth Neither the Company nor any of its subsidiaries is (A) in violation of its charter, by-laws or contemplated similar organizational document, (B) in default in the Registration Statementperformance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the General Disclosure Package and Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the Prospectusproperties, none assets or operations of the Company or any of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect, or (C) in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenturelaw, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency (including, without limitation, each applicable to Regulatory Agency) or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than individually or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined aggregate, result in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the Agreement Operative Documents and the consummation of the transactions contemplated herein in this Agreement, the Deposit Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus (including and compliance by the sale Company with its obligations under the Operative Documents have been duly authorized by the Company by all requisite action and do not and will not, whether with or without the giving of the Securities) will notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties, assets or assets operations of the Company or any of its Significant Subsidiaries subsidiaries pursuant to to, the Agreements and Instruments (i) the terms of any indentureexcept for such conflicts, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violations, defaults or Repayment Events or liens, charges, charges or encumbrances that would not reasonably be expected tonot, individually or in the aggregate, have result in a Material Adverse Effect; or ), nor will such action result in any violation of the violation provisions of the charter, bylaws by-laws or any equivalent governance similar organizational document of the Company or any of its Significant Subsidiariessubsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity (except, in the case of any such violations of any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, for such violations as would not, individually or in the aggregate, result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other financing instrument (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of the related financing by the Company or any of its subsidiaries.
Appears in 1 contract
Samples: Notice Regarding Underwriting Agreement (M&t Bank Corp)
Absence of Violations, Defaults and Conflicts. Except as set forth Neither the Company nor any of its subsidiaries is (A) in violation of its charter, by-laws or contemplated similar organizational document, (B) in default in the Registration Statementperformance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the General Disclosure Package and Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the Prospectusproperties, none assets or operations of the Company or any of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (C) in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenturelaw, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency (including, without limitation, each applicable to Regulatory Agency) or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined aggregate, result in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance by the Company of this Agreement, the execution and delivery of the Agreement Forward Sale Agreements and the consummation of the transactions contemplated herein and therein, in the Merger Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Company Securities, if any, and the use of the proceeds from the sale of the Company Securities, if any, and the Confirmation Securities as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties, assets or assets operations of the Company or any of its Significant Subsidiaries subsidiaries pursuant to to, the Agreements and Instruments (i) the terms of any indentureexcept for such conflicts, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violations, defaults or Repayment Events or liens, charges, charges or encumbrances that would not reasonably be expected tonot, individually singly or in the aggregate, have result in a Material Adverse Effect; or ), nor will such action result in any violation of the violation provisions of the charter, bylaws by-laws or any equivalent governance similar organizational document of the Company or any of its Significant Subsidiariessubsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity (except for such violations of law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity that would not, singly or in the aggregate, result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other financing instrument (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of the related financing by the Company or any of its subsidiaries.
Appears in 1 contract
Absence of Violations, Defaults and Conflicts. Except as set forth Neither the Company nor any of its subsidiaries is (A) in violation of its Organizational Documents, (B) in default (or contemplated with the giving of notice or lapse of time would be in default) in the Registration Statementperformance or observance of any obligation, the General Disclosure Package and the Prospectusagreement, none covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or by which it or any of them may be bound or to which its property any of the properties or assets of the Company or any subsidiary is subject; subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (iiiC) in violation of any applicable law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act)aggregate, (ii) and (iii), such violations and defaults that would not reasonably be expected to have result in a Material Adverse Effect. None The execution, delivery and performance of this Agreement and the execution and delivery of the Deposit Agreement and the consummation of the transactions contemplated herein or therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the SecuritiesSecurities and deposit with the Depositary of the Shares represented by the Offered ADSs and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in (A) any violation of its Significant Subsidiaries pursuant to the provisions of the Organizational Document (ias defined below) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; subsidiaries or (iiB) the violation of any applicable law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental AuthorityEntity, other than in the cases of clauses except with respect to clause (i) and (iiB), such breachesviolations as would not, violations, liens, charges, or encumbrances that would not reasonably be expected to, individually singly or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; or result in . As used herein, an “Organizational Documents” means, with respect to any person, the violation memorandum of the association, articles of association, articles of incorporation, certificate of incorporation, bylaws and any charter, bylaws partnership agreements, joint venture agreements or other organizational documents of such entity and any amendments thereto. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any equivalent governance document 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 Subsidiariessubsidiaries.
Appears in 1 contract
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none of Neither the Company or nor any of its subsidiaries Subsidiaries is in violation or default of (i) any provision in violation of its charter, bylaws by-laws or any equivalent governance similar organizational document; , (ii) in default in the terms performance or observance of any indentureobligation, agreement, covenant or condition contained in any contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it the Company or any of its Subsidiaries is a party or by which it or any of them may be bound or to which its property any of the properties or assets of the Company or any Subsidiary is subject; subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (iii) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties (each, a “Governmental Authority”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined aggregate, result in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the SecuritiesPlacement Shares and the use of the proceeds from the sale of the Placement Shares as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or ACTIVE/107652629.3 constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any of its Significant Subsidiaries Subsidiary pursuant to to, the Agreements and Instruments (i) the terms of any indentureexcept for such conflicts, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violations, defaults or Repayment Events or liens, charges, charges or encumbrances that would not reasonably be expected tonot, individually singly or in the aggregate, have result in a Material Adverse Effect; or ), nor will such action result in any violation of the violation provisions of the charter, bylaws by-laws or any equivalent governance similar organizational document of the Company or any of its Significant Subsidiaries or, except as would not result in a Material Adverse Effect, any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Authority. As used herein, a “Repayment Event” means any event or condition which gives 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
Samples: Adicet Bio, Inc.
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none None of the Company or any Partnership Entities is (A) in violation of its subsidiaries is Organizational Agreements, (B) in violation, breach or default, and no event has occurred that, with notice or lapse of time or both, would constitute such a violation or breach of, or default of (i) under, any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenture, contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it any of the Partnership Entities is or, on the Closing Date, will be, a party or by which it or any of them may be bound or to which its property any of the properties or assets of any of the Partnership Entities is subject; subject (collectively, “Agreements and Instruments”), except for any such violations, breaches and defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (iiiC) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties (each, a “Governmental Authority”), as applicableexcept for any such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined aggregate, result in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance of this Agreement and the execution and delivery of the Registration Rights Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package hereby and the Prospectus (including the sale consummation of the Securities) transactions contemplated thereby do not and will conflict not, whether with or result in without the giving of notice or passage of time or both, constitute a breach or violation of of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property properties or assets of the Company or any of its Significant Subsidiaries the Partnership Entities pursuant to, the Agreements and Instruments (except for any such violations, breaches, defaults, Repayment Events or Liens, that would not, singly or in the aggregate, result in a Material Adverse Effect and other than Liens created pursuant to the Existing Indebtedness), nor will such action result in (ix) any violation of the terms provisions of the Organizational Agreements of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; Partnership Entities or (iiy) any violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental Authority, other than except in the cases case of clauses clause (i) and (iiy), for any such breaches, violations, liens, charges, or encumbrances violations that would not reasonably be expected tonot, individually singly or in the aggregate, have result in a Material Adverse Effect; . As used herein, a “Repayment Event” means any event or result in condition which gives the violation 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 any of the charter, bylaws or any equivalent governance document of the Company or any of its Significant SubsidiariesPartnership Entities.
Appears in 1 contract
Samples: Common Unit Purchase Agreement (Energy Transfer Equity, L.P.)
Absence of Violations, Defaults and Conflicts. Except as set forth Neither the Company nor any of its subsidiaries is (A) in violation of its charter, by-laws or contemplated similar organizational document, (B) in breach of or default under (nor has any event occurred that, with notice or passage of time or both, would constitute a default under) or in violation of any of the terms or provisions of any indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, permit, certificate, contract or other agreement or instrument to which any of them is a party or to which any of them or their respective properties or assets is subject (collectively, “Agreements and Instruments”), except for any such breach, default, violation or event that would not, individually or in the Registration Statementaggregate, the General Disclosure Package and the Prospectusreasonably be expected to result in a Material Adverse Effect, none or (C) in breach or violation of any statute, judgment, decree, order, rule or regulation of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries is in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for any such breach or violation that would not, other than individually or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act)aggregate, (ii) and (iii), such violations and defaults that would not reasonably be expected to have result in a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the this Agreement and the consummation of the transactions contemplated (i) herein and (ii) in the Registration Statement, the General Disclosure Package and the Prospectus (including and compliance by the sale Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of the Securities) will notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any of its Significant Subsidiaries subsidiary pursuant to to, the Agreements and Instruments (i) the terms of any indentureexcept for such conflicts, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violations, defaults or Repayment Events or liens, charges, charges or encumbrances that would not reasonably be expected tonot, individually singly or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; or ), nor will such action result in any violation of (A) the violation provisions of the charter, bylaws by-laws or any equivalent governance similar organizational document of the Company or any of its Significant Subsidiariessubsidiaries or (B) any statute, judgment, decree, order, rule or regulation of any Governmental Entity, except in the case of clause (B) only, for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect or as would not have a material adverse effect on the transactions contemplated by this Agreement. As used herein, a “Repayment Event” means any event or condition which gives 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
Samples: Underwriting Agreement (Emerald Expositions Events, Inc.)
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none of the The Company or any of its subsidiaries is not (A) in violation or default of (i) any provision of its charter, bylaws by-laws or any equivalent governance similar organizational document; , (iiB) in default in the terms performance or observance of any indentureobligation, agreement, covenant or condition contained in any contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it the Company is a party or by which it is bound or to which its property any of the properties or assets of the Company is subject; subject (collectively, "Agreements and Instruments"), except for such defaults that would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect, or (iiiC) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any courtproperties, regulatory body, administrative agency, governmental body, arbitrator assets or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties operations (each, a “"Governmental Authority”Entity"), as applicable, other than in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), except for such violations and defaults that would not reasonably be expected to have to, singly or in the aggregate, result in a Material Adverse Effect. None The execution, delivery and performance of this Agreement and the execution and delivery of Warrants by the Agreement Company and the consummation of the transactions contemplated herein herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the SecuritiesSecurities and the use of the proceeds from the sale of the Securities as described therein under the caption "Use of Proceeds") and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any of its Significant Subsidiaries pursuant to to, the Agreements and Instruments (i) the terms of any indentureexcept for such conflicts, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violations, defaults or Repayment Events or liens, charges, charges or encumbrances that would not reasonably be expected to, individually singly or in the aggregate, have result in a Material Adverse Effect; or ), nor will such action result in any violation of (i) the violation provisions of the charter, bylaws by-laws or any equivalent governance similar organizational document of the Company or (ii) any law, statute, rule, regulation, judgment, order, writ or decree of its Significant Subsidiariesany Governmental Entity, except with respect to clause (ii), such violations as would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which gives 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.
Appears in 1 contract
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none of the The Company or any of its subsidiaries is in violation or default of not (i) any provision in violation of its charter, bylaws charter or any equivalent governance documentby-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the terms due performance or observance of any term, covenant or condition contained in any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant agreement or instrument to which it the Company is a party or by which the Company is bound or to which its any property or asset of the Company is subjectsubject (collectively, “Agreements and Instruments”); or (iii) in violation of any statute, law, rule, regulation, law or statute or any judgment, order order, rule or decree applicable to regulation of any court or arbitrator or governmental or regulatory authority, having jurisdiction over the Company or any of its subsidiaries of any courtproperties, regulatory body, administrative agency, governmental body, arbitrator assets or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties operations (each, a “Governmental AuthorityEntity”), as applicableexcept, other than in the cases case of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii)) above, for any such violations and defaults default or violation that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the this Agreement and the Warrants, the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the SecuritiesSecurities and the issuance of the Warrant Shares and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and under the Warrants have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of its Significant Subsidiaries pursuant to (i) the terms provisions of any indenturethe charter, contract, lease, mortgage, deed by-laws or similar organizational document of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental AuthorityEntity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other than in the cases evidence of clauses indebtedness (i) and (ii), such breaches, violations, liens, charges, or encumbrances that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; or result in the violation of the charter, bylaws or any equivalent governance document 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 SubsidiariesCompany.
Appears in 1 contract
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated The Company is not (A) in violation of its articles of association, (B) in default in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Company performance or any of its subsidiaries is in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms observance of any indentureobligation, agreement, covenant or condition contained in any contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it the Company is a party or by which it may be bound or to which its property any of the properties or assets of the Company is subject; subject (collectively, “Agreements and Instruments”), except, in the case of (B), for such defaults as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (iiiC) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any courtrespective properties, regulatory body, administrative agency, governmental body, arbitrator assets or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties operations (each, a “Governmental AuthorityEntity”), as applicableexcept, other than in the cases case of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 ActC), (ii) and (iii), for such violations and defaults that as would not not, singly or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the SecuritiesSecurities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of its Significant Subsidiaries pursuant to (i) the terms provisions of any indenture, contract, lease, mortgage, deed the articles of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which association of the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental AuthorityEntity, other than in the cases of clauses (i) and (ii)except for such violations as would not, such breaches, violations, liens, charges, or encumbrances that would not reasonably be expected to, individually singly or in the aggregate, have result in a Material Adverse Effect; . As used herein, a “Repayment Event” means any event or result in condition which gives the violation holder of the charterany note, bylaws debenture or other evidence of indebtedness (or any equivalent governance document 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 SubsidiariesCompany.
Appears in 1 contract
Absence of Violations, Defaults and Conflicts. Except as set forth Neither the Company nor any of its Subsidiaries is in violation of its charter, by-laws or contemplated similar organizational documents, and neither the Company nor any of its subsidiaries is (A) except for such defaults that would not, individually or in the Registration Statementaggregate, reasonably be expected to result in a Material Adverse Effect, in default in the General Disclosure Package and the Prospectusperformance or observance of any obligation, none agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound by which it or any of them may be bound, or to which its any of the property or assets of the Company or any subsidiary is subject; subject (collectively, “Agreements and Instruments”), or (iiiB) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than individually or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act)aggregate, (ii) and (iii), such violations and defaults that would not reasonably be expected to have result in a Material Adverse Effect. None The execution, delivery and performance of the execution Operative Documents and delivery of the Agreement and the consummation of the transactions contemplated herein hereby or thereby and in the Registration Statement, the General Disclosure Package and the Prospectus (including the offering, issuance and sale of the SecuritiesNotes pursuant to this Agreement and the Indenture and compliance by the Company with its obligations hereunder, under the Indenture and the Notes) do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries subsidiary pursuant to to, the Agreements and Instruments (i) the terms of any indentureexcept for such conflicts, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violations, defaults or Repayment Events or liens, charges, charges or encumbrances that would not reasonably be expected toto result in a Material Adverse Effect), nor will such action result in (Y) any violation of the provisions of the charter or by-laws of the Company or any Subsidiary or (Z) except for such violations that would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; or result in the , a violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the charterholder of any note, bylaws debenture or other evidence of indebtedness (or any equivalent governance document 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 subsidiary of its Significant Subsidiariesthe Company.
Appears in 1 contract
Samples: Underwriting Agreement (Dick's Sporting Goods, Inc.)
Absence of Violations, Defaults and Conflicts. Except as set forth Neither the Company nor any of its subsidiaries is (A) in violation of its charter, by-laws or contemplated similar organizational document, (B) in default in the Registration Statementperformance or observance of any obligation, the General Disclosure Package and the Prospectusagreement, none covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or by which it or any of them may be bound or to which any of the properties or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect or materially and adversely affect the ability of the Company to consummate the transactions contemplated in the Company Agreements or the performance by the Company of its property is subject; obligations hereunder and thereunder, or (iiiC) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to the Company or any of its subsidiaries of any arbitrator, court, governmental body, regulatory body, administrative agency, governmental body, arbitrator agency or other authority authority, body or agency having jurisdiction over the Company, its Gxxxxxxx Capital Advisers, the Administrator or any of the Company’s subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined aggregate, result in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None Effect or materially and adversely affect the ability of the execution Company to consummate the transactions contemplated in the Company Agreements or the performance by the Company of its obligations hereunder and thereunder. The execution, delivery and performance of the Agreement Company Agreements and the consummation of the transactions contemplated therein and herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including and compliance by the sale Company with its obligations under the Company Agreements have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of the Securities) will notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any of its Significant Subsidiaries subsidiary pursuant to to, the Agreements and Instruments (i) the terms of any indentureexcept for such conflicts, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violations, defaults or Repayment Events or liens, charges, charges or encumbrances that would not reasonably be expected tonot, individually singly or in the aggregate, have result in a Material Adverse Effect; Effect or materially and adversely affect the ability of the Company to consummate the transactions contemplated in the Company Agreements or the performance by the Company of its obligations hereunder and thereunder), nor will such action result in any violation of (i) the violation provisions of the charter, bylaws by-laws or any equivalent governance similar organizational document of the Company or any of its Significant Subsidiariessubsidiaries or (ii) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) above, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect or materially and adversely affect the ability of the Company to consummate the transactions contemplated in the Company Agreements or the performance by the Company of its obligations hereunder and thereunder, As used herein, a “Repayment Event” means any event or condition which gives 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 Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Company or any of its subsidiaries is in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties (each, a “Governmental Authority”), as applicable, other than in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None of Neither the execution and delivery by each of the Transaction Entities of, nor the performance by each of the Transaction Entities of its respective obligations under, this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the sale of the Securities) any Confirmation will conflict with or with, contravene, result in a breach or violation of of, or imposition of of, any lien, charge or encumbrance Lien upon any property or other assets of the Company Transaction Entities or any Subsidiary pursuant to, or constitute a default (or give rise to any right of its Significant Subsidiaries pursuant to termination, acceleration, cancellation, repurchase or redemption) or Repayment Event (as hereinafter defined) under: (i) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authoritygovernmental body, regulatory or administrative agency or court having jurisdiction over the Transaction Entities or any of the Subsidiaries or any of their respective properties or other than assets; (ii) the Charter or Bylaws of the Company, the Certificate of Limited Partnership and the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (as amended and/or restated from time to time, the “Operating Partnership Agreement”) or similar organizational documents of any Subsidiary; or (iii) any contract, agreement, obligation, covenant or instrument or any term condition or provision thereof to which the Transaction Entities or any Subsidiary or any of their respective properties or other assets is subject or bound, except in the cases case of clauses (i) and (iiiii), for such conflicts, breaches, violations, liens, charges, lien impositions or encumbrances defaults that would not reasonably be expected tonot, individually or in the aggregate, have a Material Adverse Effect; material adverse effect. As used herein, “Repayment Event” means any event or result in condition which gives the violation holder of the charterany note, bylaws debenture or other evidence of indebtedness (or any equivalent governance document 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 Transaction Entities or any of its Significant the Subsidiaries.
Appears in 1 contract
Samples: Equity Offering Sales Agreement (Armada Hoffler Properties, Inc.)
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none None of the Company or any Partnership Entities is (A) in violation of its subsidiaries is Organizational Agreements, (B) in violation, breach or default, and no event has occurred that, with notice or lapse of time or both, would constitute such a violation or breach of, or default of (i) under, any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenture, contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it any of the Partnership Entities is or, on the Closing Date, will be, a party or by which it or any of them may be bound or to which its property any of the properties or assets of any of the Partnership Entities is subject; subject (collectively, “Agreements and Instruments”), except for any such violations, breaches and defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (iiiC) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties (each, a “Governmental Authority”), as applicableexcept for any such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined aggregate, result in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance of this Agreement and the execution and delivery of the Registration Rights Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package hereby and the Prospectus (including the sale consummation of the Securities) transactions contemplated thereby do not and will conflict not, whether with or result in without the giving of notice or passage of time or both, constitute a breach or violation of of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property properties or assets of the Company or any of its Significant Subsidiaries the Partnership Entities pursuant to to, the Agreements and Instruments (i) the terms of except for any indenturesuch violations, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violationsdefaults, liensRepayment Events or Liens, charges, or encumbrances that would not reasonably be expected tonot, individually singly or in the aggregate, have result in a Material Adverse Effect; or Effect and other than Liens created pursuant to the Existing Indebtedness), nor will such action result in the (x) any violation of the charter, bylaws or any equivalent governance document provisions of the Company or Organizational Agreements of any of its Significant Subsidiaries.the Partnership Entities or (y) any violation of any law, statute,
Appears in 1 contract
Samples: Common Unit Purchase Agreement
Absence of Violations, Defaults and Conflicts. Except as set forth Neither the Company nor any of its subsidiaries is (A) in violation of its Organizational Documents, (B) in default (or contemplated with the giving of notice or lapse of time would be in default) in the Registration Statementperformance or observance of any obligation, the General Disclosure Package and the Prospectusagreement, none covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or by which it or any of them may be bound or to which its property any of the properties or assets of the Company or any subsidiary is subject; subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (iiiC) in violation of any applicable law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act)aggregate, (ii) and (iii), such violations and defaults that would not reasonably be expected to have result in a Material Adverse Effect. None The execution, delivery and performance of this Agreement and the execution and delivery of the Deposit Agreement and the consummation of the transactions contemplated herein or therein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the SecuritiesShares and deposit with the Depositary of the Common Shares represented by the ADSs and the use of the proceeds from the sale of the Shares as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in (A) any violation of its Significant Subsidiaries pursuant to the provisions of the Organizational Document (ias defined below) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; subsidiaries or (iiB) the violation of any applicable law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental AuthorityEntity, other than in the cases of clauses except with respect to clause (i) and (iiB), such breachesviolations as would not, violations, liens, charges, or encumbrances that would not reasonably be expected to, individually singly or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; or result in . As used herein, “Organizational Documents” means, with respect to any person, the violation memorandum of the association, articles of association, articles of incorporation, certificate of incorporation, bylaws and any charter, bylaws partnership agreements, joint venture agreements or other organizational documents of such entity and any amendments thereto. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any equivalent governance document 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 Subsidiariessubsidiaries.
Appears in 1 contract
Samples: Sales Agreement (Cellectis S.A.)
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none None of the Company or any Partnership Entities is (A) in violation of its subsidiaries is Organizational Documents, (B) in violation, breach or default, and no event has occurred that, with notice or lapse of time or both, would constitute such a violation or breach of, or default of (i) under, any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenture, contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it any of the Partnership Entities is or, at Applicable Time, will be a party or by which it or any of them may be bound or to which its property any of the properties or assets of any of the Partnership Entities is subject; subject (collectively, “Agreements and Instruments”), except for any such violations, breaches and defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (iiiC) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to the Company or any of its subsidiaries of any arbitrator, court, governmental body, regulatory body, administrative agency, governmental body, arbitrator agency or other authority authority, body or agency having jurisdiction over any of the Company, its subsidiaries Partnership Entities or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for any such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined aggregate, result in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the this Agreement and the consummation of the transactions contemplated herein hereby and in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus (including the issuance and sale of the SecuritiesUnits and the use of the proceeds from the sale of the Units as described therein under the caption “Use of Proceeds”) and consummation of transactions contemplated by the Aloha Purchase and Sale Agreement do not and will conflict not, whether with or result in without the giving of notice or passage of time or both, constitute a breach or violation of of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property properties or assets of the Company or any of its Significant Subsidiaries the Partnership Entities pursuant to, the Agreements and Instruments (except for any such violations, breaches, defaults, Repayment Events, liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect and other than Liens created pursuant to the Revolving Credit Facility), nor will such action result in (ix) any violation of the terms provisions of the Organizational Documents of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; Partnership Entities or (iiy) any violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental AuthorityEntity, other than except in the cases case of clauses clause (i) and (iiy), for any such breaches, violations, liens, charges, or encumbrances violations that would not reasonably be expected tonot, individually singly or in the aggregate, have result in a Material Adverse Effect; . As used herein, a “Repayment Event” means any event or result in condition which gives the violation 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 any of the charter, bylaws or any equivalent governance document of the Company or any of its Significant SubsidiariesPartnership Entities.
Appears in 1 contract
Samples: Underwriting Agreement (Susser Petroleum Partners LP)
Absence of Violations, Defaults and Conflicts. Except as set forth Neither TCP nor the General Partner is (A) in violation of its certificate of formation or contemplated limited liability company operating agreement, (B) in default in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Company performance or any of its subsidiaries is in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms observance of any indentureobligation, agreement, covenant or condition contained in any contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it TCP or the General Partner is a party or bound by which it or either of them may be bound, or to which its property any of the properties or assets of TCP or the General Partner is subject; subject (collectively, the “TCP/General Partner Agreements and Instruments”), except for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a TCP Material Adverse Effect, or (iiiC) in violation of any applicable law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to the Company or any of its subsidiaries of any courtGovernmental Entity, regulatory bodyexcept for such violations that would not, administrative agencyindividually or in the aggregate, governmental bodyreasonably be expected to result in a TCP Material Adverse Effect. The execution, arbitrator or other authority having jurisdiction over delivery and performance of this Agreement, the CompanyInvestment Advisory Agreements, its subsidiaries or any of their respective properties (each, a “Governmental Authority”)the Administration Agreement and the SVCP LP Agreement, as applicable, other than in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None of the execution and delivery of the Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the SecuritiesSecurities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by TCP and the General Partner with its obligations hereunder and thereunder have been duly authorized by all necessary limited liability company action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or TCP/General Partner Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of TCP or the Company or any of its Significant Subsidiaries General Partner pursuant to to, TCP/General Partner Agreements and Instruments (i) the terms of any indentureexcept for such conflicts, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violations, defaults or TCP/General Partner Repayment Events or liens, charges, charges or encumbrances that would not reasonably be expected tonot, individually or in the aggregate, have a Material Adverse Effect; or reasonably be expected to result in the violation of the charter, bylaws or any equivalent governance document of the Company or any of its Significant Subsidiaries.in
Appears in 1 contract
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none None of the Company or any of its subsidiaries is (A) in violation of its certificate of incorporation or bylaws or certificate of formation or articles of association (or similar organizational document), (B) in breach or violation of any statute, judgment, decree, order, rule or regulation applicable to any of them or any of their respective properties or assets, except for any such breach or violation that would not, individually or in the aggregate, have a Material Adverse Effect, or (C) in breach of or default under (nor has any event occurred that, with notice or passage of (itime or both, would constitute a default under) or in violation of any provision of its charter, bylaws or any equivalent governance document; (ii) the terms or provisions of any indenture, contract, lease, mortgage, deed of trust, note loan agreement, loan agreement note, lease, license, franchise agreement, permit, certificate, contract or other agreement, obligation, condition, covenant agreement or instrument to which it any of them is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator them or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties or assets is subject (eachcollectively, a “Governmental AuthorityContracts”), as applicableexcept for any such breach, other than default, violation or event that would not, individually or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act)aggregate, (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the this Agreement and the consummation of the transactions contemplated (x) herein and (y) in the Registration Statement, the General Disclosure Package and the Prospectus (including and compliance by the sale Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of the Securities) will notice or passage of time or both, conflict with or constitute or result in a breach of or a default under or violation of any of (I) the terms or imposition provisions of any lienContract, charge except for any such conflict, breach, violation, default or encumbrance upon any property event that would not, individually or assets in the aggregate, reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Underwriters to consummate the transactions contemplated by this Agreement, (II) the certificate of incorporation or bylaws or certificate of formation or articles of association (or similar organizational document) of the Company or any of its Significant Subsidiaries pursuant subsidiaries or (III) any statute, judgment, decree, order, rule or regulation applicable to (i) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party subsidiaries or bound any of their respective properties or to which its assets, except for any such conflict, breach or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violations, liens, charges, or encumbrances violation that would not reasonably be expected tonot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; Effect or result in materially adversely affect the violation ability of the charter, bylaws or any equivalent governance document of Underwriters to consummate the Company or any of its Significant Subsidiariestransactions contemplated by this Agreement.
Appears in 1 contract
Absence of Violations, Defaults and Conflicts. Except as set forth Neither the Company nor any of its subsidiaries is (A) in violation of its Organizational Documents, (B) in default (or contemplated with the giving of notice or lapse of time would be in default) in the Registration Statementperformance or observance of any obligation, the General Disclosure Package and the Prospectusagreement, none covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or by which it or any of them may be bound or to which its property any of the properties or assets of the Company or any subsidiary is subject; subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (iiiC) in violation of any applicable law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act)aggregate, (ii) and (iii), such violations and defaults that would not reasonably be expected to have result in a Material Adverse Effect. None The execution, delivery and performance of this Agreement and the execution and delivery of the Deposit Agreement and the consummation of the transactions contemplated herein or therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities) will conflict Securities and deposit with or result in a breach or violation of or imposition of any lien, charge or encumbrance upon any property or assets the Depositary of the Company or any Shares represented by the Offered ADSs and the use of its Significant Subsidiaries pursuant to (ithe proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which and compliance by the Company or any of with its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) obligations hereunder have been duly authorized by all necessary corporate action and (ii), such breaches, violations, liens, charges, or encumbrances that would do not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; or result in the violation of the charter, bylaws or any equivalent governance document of the Company or any of its Significant Subsidiaries.and will
Appears in 1 contract
Absence of Violations, Defaults and Conflicts. Except as set forth Neither the Transaction Entities nor the Subsidiary are in violation of their charter, bylaws, limited partnership agreement or contemplated similar organizational document. Neither the Transaction Entities nor any of their subsidiaries are (A) in default in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Company performance or any of its subsidiaries is in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms observance of any indentureobligation, agreement, covenant or condition contained in any contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it is the Transaction Entities or any of their subsidiaries are a party or by which they or any of them may be bound or to which its property any of the properties or assets of the Transaction Entities or any subsidiary is subject; subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (iiiB) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to the Company or any of its subsidiaries of any arbitrator, court, governmental body, regulatory body, administrative agency, governmental body, arbitrator agency or other authority authority, body or agency having jurisdiction over the Company, its Transaction Entities or any of their subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined aggregate, result in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the SecuritiesSecurities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action (as applicable) and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company Transaction Entities or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws, limited partnership agreement or similar organizational document of the Transaction Entities or any of its Significant their Subsidiaries pursuant to (i) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental AuthorityEntity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other than in the cases evidence of clauses indebtedness (i) and (ii), such breaches, violations, liens, charges, or encumbrances that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; or result in the violation of the charter, bylaws or any equivalent governance document 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 Transaction Entities or any of its Significant Subsidiariestheir subsidiaries.
Appears in 1 contract
Samples: Underwriting Agreement (American Healthcare REIT, Inc.)
Absence of Violations, Defaults and Conflicts. Except The Trust is not (A) in violation of its agreement and declaration of trust or by-laws, each as set forth or contemplated amended from time to time, (B) in default in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Company performance or any of its subsidiaries is in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms observance of any indentureobligation, agreement, covenant or condition contained in any contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it is a party or bound by which it may be bound, or to which its property any of the properties or assets of the Trust is subject; subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Trust Material Adverse Effect or (iiiC) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or aggregate, result in a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Trust Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the this Agreement and the Trust Agreements, the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the SecuritiesSecurities and the use of the proceeds from the sale of the Securities as described under the caption “Use of Proceeds”) and compliance by the Trust with its obligations hereunder have been duly authorized by all necessary action under the Delaware Statutory Trust Act and do not, and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company Trust pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events (as defined below) or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Trust Material Adverse Effect), nor will such action result in any violation of the provisions of the agreement and declaration of trust or by-laws of the Trust, each as amended from time to time, or any of its Significant Subsidiaries pursuant to (i) the terms of any indenturelaw, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, ordinance, judgment, order order, writ or decree of any Governmental AuthorityEntity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other than in the cases evidence of clauses indebtedness (i) and (ii), such breaches, violations, liens, charges, or encumbrances that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; or result in the violation of the charter, bylaws or any equivalent governance document 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 SubsidiariesTrust.
Appears in 1 contract
Samples: Underwriting Agreement (BlackRock Multi-Sector Income Trust)
Absence of Violations, Defaults and Conflicts. Except as set forth Neither the Company nor any of its subsidiaries is (A) in violation of its charter, by-laws or contemplated similar organizational document, (B) in default in the Registration Statementperformance or observance of any obligation, the General Disclosure Package and the Prospectusagreement, none covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or by which it or any of them may be bound or to which any of the properties or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect or materially and adversely affect the ability of the Company to consummate the transactions contemplated in the Company Agreements or the performance by the Company of its property is subject; obligations hereunder and thereunder, or (iiiC) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to the Company or any of its subsidiaries of any arbitrator, court, governmental body, regulatory body, administrative agency, governmental body, arbitrator agency or other authority authority, body or agency having jurisdiction over the Company, its Gxxxxxxx Capital Advisers, the Administrator or any of the Company’s subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined aggregate, result in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None Effect or materially and adversely affect the ability of the execution Company to consummate the transactions contemplated in the Company Agreements or the performance by the Company of its obligations hereunder and thereunder. The execution, delivery and performance of the Agreement Company Agreements and the consummation of the transactions contemplated therein and herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including and compliance by the sale Company with its obligations under the Company Agreements have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of the Securities) will notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any of its Significant Subsidiaries subsidiary pursuant to to, the Agreements and Instruments (i) the terms of any indentureexcept for such conflicts, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violations, defaults or Repayment Events or liens, charges, charges or encumbrances that would not reasonably be expected tonot, individually singly or in the aggregate, have result in a Material Adverse Effect; Effect or materially and adversely affect the ability of the Company to consummate the transactions contemplated in the Company Agreements or the performance by the Company of its obligations hereunder and thereunder), nor will such action result in any violation of (i) the violation provisions of the charter, bylaws by-laws or any equivalent governance similar organizational document of the Company or any of its Significant Subsidiariessubsidiaries or (ii) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) above, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect or materially and adversely affect the ability of the Company to consummate the transactions contemplated in the Company Agreements or the performance by the Company of its obligations hereunder and thereunder. As used herein, a “Repayment Event” means any event or condition which gives 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 Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none None of the Company or any of its subsidiaries Partnership Entities is in violation or default of (i) any provision in violation of its charterOrganizational Documents, bylaws or any equivalent governance document; (ii) the terms in violation, breach or default, and no event has occurred that, with notice or lapse of time or both, would constitute such a violation or breach of, or default under, any indenture, contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it any of the Partnership Entities is a party or by which it or any of them may be bound or to which its property any of the properties or assets of any of the Partnership Entities is subject; subject (collectively, “Agreements and Instruments”), except for any such violations, breaches and defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (iii) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to the Company or any of its subsidiaries of any arbitrator, court, governmental body, regulatory body, administrative agency, governmental body, arbitrator agency or other authority authority, body or agency having jurisdiction over any of the Company, its subsidiaries Partnership Entities or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for any such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined aggregate, result in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the this Agreement and the consummation of the transactions contemplated herein hereby and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the SecuritiesUnits and the use of the proceeds from the sale of the Units as described therein under the caption “Use of Proceeds”) do not and will conflict not, whether with or result in without the giving of notice or passage of time or both, constitute a breach or violation of of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property properties or assets of the Company or any of its Significant Subsidiaries the Partnership Entities pursuant to to, the Agreements and Instruments (i) the terms of except for any indenturesuch violations, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violationsdefaults, liensRepayment Events or Liens, charges, or encumbrances that would not reasonably be expected tonot, individually singly or in the aggregate, have result in a Material Adverse Effect; or result in Effect and other than Liens created pursuant to the violation credit agreement among the Partnership, as borrower, the lenders from time to time party thereto and Bank of the charterAmerica, bylaws or any equivalent governance document N.A., as administrative agent, collateral agent, swing line lender and L/C issuer, dated September 25, 2014, as amended by that certain First Amendment to Credit Agreement and Increase Agreement, dated April 10, 2015, and that certain Second Amendment to Credit Agreement, dated as of the Company or any of its Significant Subsidiaries.December 2, 2015 (together with any
Appears in 1 contract
Samples: Sunoco LP
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none of Neither the Company or nor any Subsidiary is (a) in violation of its subsidiaries is in violation or default Articles of (i) any provision of its Association, charter, bylaws or any equivalent governance similar organizational document; , (iib) in default in the terms performance or observance of any indentureobligation, agreement, covenant or condition contained in any contract, leaseindenture, mortgage, deed of trust, note loan or credit agreement, loan agreement note, lease or other agreement, obligation, condition, covenant agreement or instrument to which it the Company or any Subsidiary is a party or by which it or any of them may be bound or to which its property any of the properties or assets of the Company or any Subsidiary is subject; subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (iiic) in violation of any law, statute, law, rule, regulation, judgment, order order, writ or decree applicable to the Company or any of its subsidiaries of any arbitrator, court, governmental body, regulatory body, administrative agency, governmental body, arbitrator agency or other authority authority, body or agency having jurisdiction over the Company, Company or its subsidiaries Subsidiaries or any of their respective properties properties, assets or operations (each, a “Governmental AuthorityEntity”), as applicableexcept for such violations that would not, other than singly or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined aggregate, result in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the Agreement Transaction Documents and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus or therein (including the issuance and sale of the SecuritiesPurchased ADSs and the deposit with the Depositary of the Underlying Shares represented by the ADSs) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any of its Significant Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to (i) result in a Material Adverse Effect), nor will such action result in any violation of the terms provisions of any indenturethe charter, contract, lease, mortgage, deed by-laws or similar organizational document of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or its Subsidiaries or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental AuthorityEntity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other than in the cases evidence of clauses indebtedness (i) and (ii), such breaches, violations, liens, charges, or encumbrances that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; or result in the violation of the charter, bylaws or any equivalent governance document 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.
Appears in 1 contract
Absence of Violations, Defaults and Conflicts. Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none None of the Company or any of its subsidiaries is (A) in violation of its certificate of incorporation or bylaws or certificate of formation or articles of association (or similar organizational document), (B) in breach or violation of any statute, judgment, decree, order, rule or regulation applicable to any of them or any of their respective properties or assets, except for any such breach or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (C) in breach of or default under (nor has any event occurred that, with notice or passage of (itime or both, would constitute a default under) or in violation of any provision of its charter, bylaws or any equivalent governance document; (ii) the terms or provisions of any indenture, contract, lease, mortgage, deed of trust, note loan agreement, loan agreement note, lease, license, franchise agreement, permit, certificate, contract or other agreement, obligation, condition, covenant agreement or instrument to which it any of them is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator them or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties or assets is subject (eachcollectively, a “Governmental AuthorityContracts”), as applicableexcept for any such breach, other than default, violation or event that would not, individually or in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act)aggregate, (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None The execution, delivery and performance of the execution and delivery of the this Agreement and the consummation of the transactions contemplated (x) herein and (y) in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the SecuritiesSecurities and the use of proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute or result in a breach of or a default under or violation of any of (I) the terms or imposition provisions of any lienContract, charge except for any such conflict, breach, violation, default or encumbrance upon any property event that would not, individually or assets in the aggregate, reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Underwriters to consummate the transactions contemplated by this Agreement, (II) the certificate of incorporation or bylaws or certificate of formation or articles of association (or similar organizational document) of the Company or any of its Significant Subsidiaries pursuant subsidiaries or (III) any statute, judgment, decree, order, rule or regulation applicable to (i) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party subsidiaries or bound any of their respective properties or to which its assets, except for any such conflict, breach or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and (ii), such breaches, violations, liens, charges, or encumbrances violation that would not reasonably be expected tonot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; Effect or result in materially adversely affect the violation ability of the charter, bylaws or any equivalent governance document of Underwriters to consummate the Company or any of its Significant Subsidiariestransactions contemplated by this Agreement.
Appears in 1 contract
Absence of Violations, Defaults and Conflicts. Except None of the Company, the Operating Partnership or any of their respective subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, partnership agreement or other organizational document, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of the Company, the Operating Partnership or any such subsidiary is subject (collectively, “Agreements and Instruments”), except, in the case of this clause (B), for such defaults that would not result in a Material Adverse Effect or as are described in the Registration Statement, the General Disclosure Package and the Prospectus, or (C) to the knowledge of the Company or the Operating Partnership, in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their assets, properties or other operations (each, a “Governmental Entity”), except, in the case of this clause (C), for such violations that would not result in a Material Adverse Effect or as set forth in or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus. The execution, none delivery and performance of this Agreement, the Company or any of its subsidiaries is in violation or default of (i) any provision of its charter, bylaws or any equivalent governance document; (ii) Indenture and the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its subsidiaries or any of their respective properties (each, a “Governmental Authority”), as applicable, other than in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not reasonably be expected to have a Material Adverse Effect. None of the execution and delivery of the Agreement Securities and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Company and the Operating Partnership with their respective obligations hereunder and thereunder: (including i) do not and will not, whether with or without the sale giving of the Securities) will notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in a breach or violation of the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company Company, the Operating Partnership or any of its Significant Subsidiaries their respective subsidiaries pursuant to the Agreements and Instruments (except, in the case of this clause (i), for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect or as set forth in or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus), (ii) will not result in any violation of the terms provisions of any indenturethe charter, contractbylaws, leasecertificate of limited partnership, mortgage, deed of trust, note agreement, loan partnership agreement or other agreementorganizational documents of the Company, obligation, condition, covenant or instrument to which the Company Operating Partnership or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; respective subsidiaries, or (iiiii) will not result in a violation of any applicable law, statute, law, rule, regulation, judgment, order order, writ or decree of any Governmental AuthorityEntity (except, other than in the cases case of clauses this clause (i) and (iiiii), for such breaches, violations, liens, charges, or encumbrances violations that would not reasonably be expected to, individually or result in the aggregate, have a Material Adverse Effect; Effect or result as set forth in or contemplated in the violation Registration Statement, the General Disclosure Package and the Prospectus). As used herein, a “Repayment Event” means any event or condition which gives the holder of the charterany note, bylaws debenture or other evidence of indebtedness (or any equivalent governance document 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 Company, the Operating Partnership or any of its Significant Subsidiariestheir respective subsidiaries.
Appears in 1 contract
Samples: Retail Opportunity (Retail Opportunity Investments Partnership, LP)
