Common use of Authorization of Agreements, Etc Clause in Contracts

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the Registration Rights Agreement and the Stockholders' Agreement, the performance by the Company of its obligations hereunder and thereunder, the issuance, sale and delivery of the Purchased Shares and the issuance and delivery of the Converted Shares 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 Charter or the By-laws of the Company, as amended, or any provision of any indenture, agreement or other instrument to which the Company, any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a 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, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or any of its subsidiaries. To the best of the Company's knowledge, no provision of the Stockholders' Agreement violates, conflicts with, results in a breach of or constitutes (with due notice or lapse of time or both) a default by any other party under any other indenture, agreement or instrument.

Authorization of Agreements, Etc. (aa)(i) The execution Each of (i) the execution, delivery and delivery performance by the Company of this Agreement, the Registration Rights Shareholders Agreement and the Stockholders' Registration Rights Agreement, the performance by the Company of its obligations hereunder and thereunder, (ii) the issuance, sale sale, and delivery of the Purchased Shares and to the issuance and delivery of Investor in accordance with the Converted Shares terms hereof have been duly authorized by all requisite corporate action the board of directors and stockholders of the Company, as necessary, and will not (with due notice or lapse of time or both) violate any provision of law, rule, or regulation, any order of any court or other agency of government, the Charter Certificate of Incorporation or the By-laws Laws, each as amended to date and as of the Company, as amendedClosing Date, or any provision of any indenture, agreement mortgage, note, deed of trust, agreement, or other instrument to which the Company, Company or any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of of, or constitute (with due notice or lapse of time or both) a default under the Certificate of Incorporation or By-Laws, each as amended to date and as of the Closing Date, or any such indenture, agreement mortgage, note, deed of trust, agreement, or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or any of its subsidiaries. To the best of the Company's knowledge, no provision of the Stockholders' Agreement violates, conflicts with, results in a breach of or constitutes (with due notice or lapse of time or both) a default by any other party under any other indenture, agreement or instrument.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the Registration Rights Agreement Agreement, the Voting Agreement, the License Agreement, the Founders Agreements, the Stockholders Agreements, the Common Stock Acquisition Agreements and the Stockholders' AgreementXxxx Consulting Agreement (collectively, the "Transaction Agreements"), the performance by the Company of its obligations hereunder and thereunder, the issuance, sale and delivery of the Purchased Preferred Shares and the issuance and delivery of the Converted Conversion Shares 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 Charter Certificate of Incorporation of the Company, as amended (the "Charter") or the By-laws of the CompanyCompany (the "By- Laws"), as amended, or any provision of any indenture, agreement or other instrument to which the Company, any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a 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, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or any of its subsidiaries. To the best of the Company's knowledge, no provision the execution, delivery and performance of the Stockholders' Agreement violatesTransaction Agreements does not violate, conflicts conflict with, results result in a breach of or constitutes constitute (with due notice or lapse of time or both) a default by any other party under any other indenture, agreement or instrument.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the Registration Rights Agreement and the Stockholders' Amended Registration Rights Agreement, the performance by the Company of its obligations hereunder and thereunder, the issuance, sale and delivery of the Purchased Shares Preferred Shares, and the issuance and delivery of the Converted Conversion Shares 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 Charter or the By-By- laws of the Company, as amended, or any provision of any indenture, agreement or other instrument to which the Company, Company or any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a 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, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or any of its subsidiariesCompany. To the best of the Company's knowledge, no provision of any of the Stockholders' Agreement Stock Restriction Agreements dated July 12, 1996 (the "Stock Restriction Agreements") violates, conflicts with, results in a breach of or constitutes (with due notice or lapse of time or bothboth ) a default by any other party under any other indenture, agreement or instrument. The Purchasers shall not become, by virtue of this Agreement or any documents related hereto, parties to or third party beneficiaries of such Stock Restriction Agreements.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the Second Registration Rights Agreement Amendment and the Stockholders' Second Restated Stock Restriction Agreement, the performance by the Company of its obligations hereunder and thereunder, the issuance, sale and delivery of the Purchased Preferred Shares and the issuance and delivery of the Converted Conversion Shares 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 Charter Certificate of Incorporation of the Company, as amended (the "Charter") or the By-laws of the Company, as amended, or any provision of any indenture, agreement or other instrument to which the Company, any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a 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, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or any of its subsidiaries. To the best of the Company's knowledge, no provision of the Stockholders' Second Restated Stock Restriction Agreement violates, conflicts with, results in a breach of or constitutes (with due notice or lapse of time or both) a default by any other party under any other indenture, agreement or instrument.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the Registration Rights Agreement and the Stockholders' Second Amended and Restated Registration Rights Agreement, the performance by the Company of its obligations hereunder and thereunder, the issuance, sale and delivery of the Purchased Shares Preferred Shares, and the issuance and delivery of the Converted Conversion Shares 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 Charter or the By-laws of the Company, as amended, or any provision of any indenture, agreement or other instrument to which the Company, Company or any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a 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, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or any of its subsidiariesCompany. To the best of the Company's knowledge, no provision of any of the Stockholders' Agreement Stock Restriction Agreements dated July 12, 1996 (the "Stock Restriction Agreements") violates, conflicts with, results in a breach of or constitutes (with due notice or lapse of time or bothboth ) a default by any other party under any other indenture, agreement or instrument. The Purchasers shall not become, by virtue of this Agreement or any documents related hereto, parties to or third party beneficiaries of such Stock Restriction Agreements.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company Purchaser of this Agreement, Agreement and the Registration Rights Agreement and the Stockholders' Agreement, the performance by the Company Purchaser of its obligations hereunder and thereunder, the issuance, sale and delivery of the Purchased Shares and the issuance and delivery of the Converted Shares thereunder 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 Charter Certificate of Incorporation or the By-laws Bylaws of Purchaser, as amended (collectively, the Company"Purchaser Charter Documents"), the certificate or articles of incorporation or Bylaws of any Purchaser Subsidiary, as amended, or any provision of any indenture, agreement or other instrument to which the CompanyPurchaser, any of its subsidiaries Purchaser Subsidiary, or any of their respective the properties or assets of Purchaser or any Purchaser Subsidiary is bound, or conflict with, result in a 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, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company Purchaser or any of its subsidiaries. To the best of the Company's knowledge, no provision of the Stockholders' Agreement violates, conflicts with, results in a breach of or constitutes (with due notice or lapse of time or both) a default by any other party under any other indenture, agreement or instrumentPurchaser Subsidiary.

Authorization of Agreements, Etc. (a) The execution Company’s execution, delivery and delivery by the Company performance of this Agreement, the Registration Rights Agreement and the Stockholders' Agreement, the performance by the Company of Ancillary Agreements and its obligations hereunder and thereunder, the issuance, sale and delivery of the Purchased Shares and the issuance and delivery of the Converted Shares have been duly authorized by all requisite corporate action on the part of the Company and will not violate (i) any provision of lawLaw (as hereinafter defined), any order (ii) the Restated Certificate of any court Incorporation or other agency of government, the Charter or the By-laws of the Company, as amended(iii) any provision of Law applicable to the Company or any of its Subsidiaries, or any provision of any material indenture, agreement agreement, or other instrument to by which the Company, Company or any of its subsidiaries Subsidiaries or any of their respective the Company’s or any of its Subsidiaries’ properties or assets is are bound, or conflict with, give rise to a right of acceleration or termination under, result in any payment or benefit thereunder becoming due or increasing, result in a breach of or constitute (with due notice or lapse of time or both) a default under under, any such material indenture, agreement agreement, or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever Lien upon any of the material properties or assets of the Company or any of its subsidiaries. To the best of the Company's knowledge, no provision of the Stockholders' Agreement violates, conflicts with, results in a breach of or constitutes (with due notice or lapse of time or both) a default by any other party under any other indenture, agreement or instrumentSubsidiaries.

Authorization of Agreements, Etc. (a) The execution Company’s execution, delivery and delivery by the Company performance of this Agreement, the Registration Rights Agreement Plan and the Stockholders' Agreement, the performance by the Company of Ancillary Agreements and its obligations hereunder and thereunder, the issuance, sale and delivery of the Purchased Shares and the issuance and delivery of the Converted Shares have been duly authorized by all requisite corporate action on the part of the Company and will not violate (i) any provision of lawLaw (as hereinafter defined), any order (ii) the Restated Certificate of any court Incorporation or other agency of government, the Charter or the By-laws of the Company, as amended(iii) any provision of Law applicable to the Company or any of its Subsidiaries, or any provision of any material indenture, agreement agreement, or other instrument to by which the Company, Company or any of its subsidiaries Subsidiaries or any of their respective the Company’s or any of its Subsidiaries’ properties or assets is are bound, or conflict with, give rise to a right of acceleration or termination under, result in any payment or benefit thereunder becoming due or increasing, result in a breach of or constitute (with due notice or lapse of time or both) a default under under, any such material indenture, agreement agreement, or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever Lien upon any of the material properties or assets of the Company or any of its subsidiaries. To the best of the Company's knowledge, no provision of the Stockholders' Agreement violates, conflicts with, results in a breach of or constitutes (with due notice or lapse of time or both) a default by any other party under any other indenture, agreement or instrumentSubsidiaries.

Authorization of Agreements, Etc. (aa)(i) The execution Each of (i) the execution, delivery and delivery performance by the Company of this Agreement, Agreement and the Registration Rights Agreement and the Stockholders' Agreement, the performance by the Company of its obligations hereunder and thereunder, (ii) the issuance, sale sale, and delivery of the Purchased Shares and to the issuance and delivery of Investors in accordance with the Converted Shares terms hereof have been duly authorized by all requisite corporate action the board of directors and stockholders of the Company, as necessary, and will not (with due notice or lapse of time or both) violate any provision of law, rule, or regulation, any order of any court or other agency of government, the Charter Certificate of Incorporation or the By-laws Laws, each as amended to date and as of the Company, as amendedClosing Date, or any provision of any indenture, agreement mortgage, note, deed of trust, agreement, or other instrument to which the Company, Company or any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of of, or constitute (with due notice or lapse of time or both) a default under the Certificate of Incorporation or By-Laws, each as amended to date and as of the Closing Date, or any such indenture, agreement mortgage, note, deed of trust, agreement, or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or any of its subsidiaries. To the best of the Company's knowledge, no provision of the Stockholders' Agreement violates, conflicts with, results in a breach of or constitutes (with due notice or lapse of time or both) a default by any other party under any other indenture, agreement or instrument.