Common use of Burdensome and Conflicting Agreements and Charter Provisions Clause in Contracts

Burdensome and Conflicting Agreements and Charter Provisions. Neither the execution or delivery of the Transaction Documents by the Company, nor the offering, issuance and sale of the Securities by the Company, nor fulfillment of, or compliance with, the terms and provisions of the Transaction Documents and the Series A Preferred Stock by the Company, nor the issuance of Series A Preferred Stock upon exercise of the Series A Preferred Stock Warrants, nor the issuance by the Company of shares of Common Stock upon conversion of the Series A Preferred Stock as provided in the Certificate of Designations, or upon exercise of the Common Stock Warrants or the Placement Agent Warrants, will, except as set forth in Schedule 5.4, conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any lien upon any of the properties or assets of the Company or any of its Subsidiaries, or require any consent, approval or other action by, or notice to, or filing with, any court or administrative or governmental body or any other Person or pursuant to the Certificate of Incorporation or by–laws of the Company or the certificate of incorporation or by-laws of any of the Company’s Subsidiaries, any award of any arbitrator or any material agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject, except for such approvals or waivers as may be required in connection with fulfillment of, or compliance with, the Investor Rights Agreement, which shall have been obtained by the Closing Date.

Burdensome and Conflicting Agreements and Charter Provisions. Neither the execution or delivery of the Transaction Documents by the Company, nor the offering, issuance and sale of the Securities by the Company, nor fulfillment of, or compliance with, the terms and provisions of the Transaction Documents and the Series A Preferred Stock by the Company, nor the issuance of Series A Preferred Stock upon exercise of the Series A Preferred Stock Warrants, nor the issuance by the Company of shares of Common Stock upon conversion of the Series A Preferred Stock as provided in the Certificate of Designations, or upon exercise of the Common Stock Warrants or the Placement Agent Warrants, will, except as set forth in Schedule SCHEDULE 5.4, conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any lien upon any of the properties or assets of the Company or any of its Subsidiaries, or require any consent, approval or other action by, or notice to, or filing with, any court or administrative or governmental body or any other Person or pursuant to the Certificate of Incorporation or by–-laws of the Company or the certificate of incorporation or by-laws of any of the Company’s 's Subsidiaries, any award of any arbitrator or any material agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject, except for such (a) approval of the holders of at least 66 2/3 % of the outstanding shares of Series A Convertible Preferred Stock and (b) approvals or waivers as may be required in connection with fulfillment of, or compliance with, the Investor Rights Agreement, in each case, which approvals or waivers shall have been obtained by the Closing Date.

Burdensome and Conflicting Agreements and Charter Provisions. Neither the execution or delivery of the Transaction Documents by the Company, nor the offering, issuance and sale of the Securities by the Company, nor fulfillment of, or compliance with, the terms and provisions of the Transaction Documents and the Series A Preferred Stock by the Company, nor the issuance of Series A Preferred Stock upon exercise of the Series A Preferred Stock Warrants, nor the issuance by the Company of shares of Common Stock upon conversion of the Series A Preferred Stock as provided in the Certificate of Designations, or upon exercise of the Common Stock Warrants or the Placement Agent Warrants, will, except as set forth in Schedule 5.4, conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any lien upon any of the properties or assets of the Company or any of its Subsidiaries, or require any consent, approval or other action by, or notice to, or filing with, any court or administrative or governmental body or any other Person or pursuant to the Certificate of Incorporation or by–-laws of the Company or the certificate of incorporation or by-laws of any of the Company’s 's Subsidiaries, any award of any arbitrator or any material agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject, except for such (a) approval of the holders of at least 66 2/3 % of the outstanding shares of Series A Convertible Preferred Stock and (b) approvals or waivers as may be required in connection with fulfillment of, or compliance with, the Investor Rights Agreement, in each case, which approvals or waivers shall have been obtained by the Closing Date.. 5.5

Burdensome and Conflicting Agreements and Charter Provisions. Neither the execution or delivery of the Transaction Documents by the Company, nor the offering, issuance and sale of the Securities by the Company, nor fulfillment of, or compliance with, the terms and provisions of the Transaction Documents and the Series A C Preferred Stock by the Company, nor the issuance of Series A C Preferred Stock upon exercise of the Series A C Preferred Stock Warrants, nor the issuance by the Company of shares of Common Stock upon conversion of the Series A C Preferred Stock as provided in the Certificate of Designations, or upon exercise of the Common Stock Warrants or the Placement Agent Warrants, will, except as set forth in Schedule SCHEDULE 5.4, conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any lien upon any of the properties or assets of the Company or any of its Subsidiaries, or require any consent, approval or other action by, or notice to, or filing with, any court or administrative or governmental body or any other Person or pursuant to the Certificate of Incorporation or by–-laws of the Company or the certificate of incorporation or by-laws of any of the Company’s 's Subsidiaries, any award of any arbitrator or any material agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject, except for such approvals or waivers as may be required in connection with fulfillment of, or compliance with, the Investor Rights Agreement, which shall have been obtained by the Closing Date.