Authorization of Agreements, Etc. The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder and the issuance, sale and delivery of the Note have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation of the Company, as amended, or the Bylaws of the Company, as amended, or will not result in a violation of any provision of any indenture, agreement or other instrument to which the Company, or any of its properties or assets is bound, or conflict with, result in a material breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, encumbrance, or, to the Company’s knowledge, claim of any nature whatsoever upon any of the properties or assets of the Company, the result of any of which would have a material adverse effect on the business of the Company.
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Samples: Note Purchase Agreement (BioDrain Medical, Inc.), Note Purchase Agreement (BioDrain Medical, Inc.), Note Purchase Agreement (BioDrain Medical, Inc.)
Authorization of Agreements, Etc. The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder and the issuance, sale and delivery of the Note Notes have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation of the Company, as amended, or the Bylaws bylaws of the Company, as amended, or nor will not such actions result in a violation of any provision of any indenture, agreement or other instrument to which the Company, or any of its properties or assets is bound, or conflict with, result in a material breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, encumbrance, or, to the Company’s knowledge, claim of any nature whatsoever upon any of the properties or assets of the Company, the result of any of which would have a material adverse effect on the business of the CompanyMaterial Adverse Effect.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (Arno Therapeutics, Inc), Convertible Note Purchase Agreement (Nile Therapeutics, Inc.)
Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Transaction Documents, the performance by the Company of its obligations hereunder and thereunder, the Amalgamation, the issuance, sale and delivery of the Note Preferred Shares and the issuance and delivery of the Conversion Shares have been duly authorized by all requisite corporate action and will not (i) violate in any material respect any provision of applicable law, (ii) violate any order of any court or other agency of government, the Certificate of Incorporation of government applicable to the Company, as amended, (iii) violate the Articles or the Bylaws of the Company, as amended(iv) materially violate, or will not result in a violation of any provision of any indenture, agreement or other instrument to which the Company, or any of its properties or assets is bound, or materially conflict with, result in a material breach of or constitute (with due notice or lapse of time or both) a material default under any such provision of any indenture, agreement or other instrumentinstrument to which the Company or any of its respective properties or assets is bound, or (v) result in the creation or imposition of any lien, charge, restriction, encumbrance, or, to the Company’s knowledge, claim of any nature whatsoever Lien upon any of the properties or assets of the Company. To the Company’s knowledge, the result no provision of any of which would have Transaction Document materially violates, materially conflicts with, results in a material adverse effect on breach of or constitutes (with due notice or lapse of time or both) a material default by any other party under any other indenture, agreement or instrument to which the business of the CompanyCompany is a party or is bound.
Appears in 2 contracts
Samples: Preferred Share Purchase Agreement (PointClickCare Corp.), Preferred Share Purchase Agreement (PointClickCare Corp.)
Authorization of Agreements, Etc. The execution and delivery by the Company of this Agreement and Agreement, the performance by the Company of its obligations hereunder and the issuance, sale and delivery of the Note Debenture have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation of the CompanyIncorporation, as amended, or the Bylaws of the Company, as amended, or will not result in a violation of any provision of any indenture, agreement or other instrument to which the Company, or any of its properties or assets is bound, or conflict with, result in a material breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, encumbrance, or, to the Company’s knowledge, claim of any nature whatsoever upon any of the properties or assets of the Company, the result of any of which would have a material adverse effect on the business or assets of the Company.
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