Compliance with Laws and Other Instruments; No Conflicts. The Company is not in violation or default of any provisions of its Certificate of Incorporation or bylaws (as amended to date) or of any instrument, judgment, order, writ or decree. The Company, to its knowledge, is not in violation or default of any applicable laws, statutes, rules or regulations of the United States or any state, foreign country or other governmental body or agency having jurisdiction over the Company’s business or properties, other than violations of laws, statutes, rules or regulations that would not reasonably be expected to be material to the Company. The Company is not in breach of or default under any lease, license, contract, agreement, note, indenture, mortgage, purchase order, instrument or obligation to which it is a party or its properties are subject, and the Company does not know of any condition or circumstances that, currently or after notice or the lapse of time, is likely to result in a breach of, default under or loss of material benefits under any such lease, license, contract, agreement, note, indenture, mortgage, purchase order, instrument or obligation, other than breaches, defaults or losses that would not reasonably be expected to be material to the Company. The execution, delivery and performance of the Transaction Documents on the part of the Company, and the issuance and sale of the Notes pursuant hereto, will not result in any such violation or default, will not accelerate performance under the terms of any agreement or instrument and (except as contemplated by the Transaction Documents) will not result in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.
Compliance with Laws and Other Instruments; No Conflicts. The Company is not in violation or default of any provisions of its certificate of incorporation or bylaws, each as amended to date or any applicable laws, regulations, judgments, decrees or orders of the United States of America or any state, foreign country or other governmental body or agency having jurisdiction over the Company’s business or properties, other than violations of laws, regulations, judgments, decrees or orders that could not reasonably be expected to have a Material Adverse Effect. The Company is not in breach of or default under or alleged to be in breach of or default under, any material lease, license, contract, agreement, instrument or obligation to which it is a party or its properties are subject. The execution, delivery and performance of the Transaction Documents on the part of the Company, and the performance by the Company of its obligations pursuant thereto including, without limitation, the issuance and sale of the Shares pursuant hereto, will not result in any violation, or conflict with, or constitute a default under, and will not accelerate performance under the terms of any of the Company’s certificate of incorporation or bylaws, each as amended to date, or any of the Company’s material leases, licenses, contracts, agreements, instruments or obligations, nor, to the Company’s knowledge, result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the material properties or assets of the Company.
Compliance with Laws and Other Instruments; No Conflicts. Neither VIASPACE Entity is in violation or default of any provisions of its charter documents, as amended to date or, to its knowledge, any applicable laws, regulations, judgments, decrees or orders of any governmental bodies and agencies having jurisdiction over their respective businesses or properties, other than violations of laws, regulations, judgments, decrees or orders that could not reasonably be expected to have a Material Adverse Effect. Neither VIASPACE Entity is in breach of or default under or, to its knowledge, alleged to be in breach of or default under, any material lease, license, contract, agreement, instrument or obligation to which it is a party or its properties are subject, and neither VIASPACE Entity knows of any condition or circumstances that, currently or after notice or the lapse of time, is likely to result in a breach of, default under or loss of material benefits under any such lease, license, contract, agreement, instrument or obligation, other than breaches or defaults that could not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of the Transaction Documents on the part of VIASPACE Entity, will not result in any such violation or default and will not accelerate performance, that would have a Material Adverse Effect, in any adverse respect under the terms of any agreement or instrument.
Compliance with Laws and Other Instruments; No Conflicts. Except as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries is in breach, violation or default of any provisions of its certificate of incorporation or bylaws (or equivalent constitutive document), each as amended to date, or, to the Company’s Knowledge, any applicable laws, regulations, judgments, decrees or orders of the United States of America and all states, foreign countries or other governmental bodies and agencies having jurisdiction over the business or properties of the Company and its Subsidiaries or the terms of any agreement or instrument to which the Company or any of its Subsidiaries is a party or by which it is bound, other than those that could not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of the Transaction Documents on the part of the Company, and the issuance and sale of the Shares pursuant hereto, shall not conflict with or result in any such breach, violation or default or an event which, with the giving of notice, the passage of time or the making of any determination, or any combination thereof, would constitute such a breach, violation or default, and shall not accelerate performance under the terms of any agreement or instrument to which the Company or any of its Subsidiaries is a party or by which it or any of its assets are bound.
Compliance with Laws and Other Instruments; No Conflicts. The Company is not in violation or default of any provisions of its Company’s Charter or Bylaws, as amended to date or, to its knowledge, any applicable laws, regulations, judgments, decrees or orders of the United States of America and all states, foreign countries or other governmental bodies and agencies having jurisdiction over the Company’s business or properties, other than violations of laws, regulations, judgments, decrees or orders that could not reasonably be expected to have a material adverse effect on the business, property, financial condition or results of operations of the Company (a “Material Adverse Effect”). The Company is not in breach of or default under or, to its knowledge, alleged to be in breach of or default under, any material lease, license, contract, agreement, instrument or obligation to which it is a party or its properties are subject, and the Company does not know of any condition or circumstances that, currently or after notice or the lapse of time, is likely to result in a breach of, default under or loss of material benefits under any such lease, license, contract, agreement, instrument or obligation, other than breaches or defaults that could not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of the Transaction Documents on the part of the Company, and the issuance and sale of the Shares pursuant hereto, will not result in any such violation or default and will not accelerate performance under the terms of any agreement or instrument.
Compliance with Laws and Other Instruments; No Conflicts. The Company is not in, and the execution and delivery of this Agreement and the Shares by the Seller and the consummation of the transactions contemplated hereby will not result in a, violation or default of any provisions of its Certificate of Incorporation or Bylaws, as amended to date or any applicable laws, regulations, judgments, decrees or orders of the United States of America and all states, foreign countries or other governmental bodies and agencies having jurisdiction over the Company’s business or properties. Seller’s sales of the Shares hereunder are transactions exempt from registration under the Act Securities Act of 1933, as amended, the “Act”).
Compliance with Laws and Other Instruments; No Conflicts. 1) OVT Taiwan has at no time been, and is not, in violation or default of any provisions of its Certificate of Incorporation or Bylaws, each as amended to date, and has complied in all material respects with all applicable laws, regulations, judgments, decrees or orders of the Taiwan government and all states, foreign countries or other governmental bodies and agencies having jurisdiction over OmniVision Taiwan’s business or properties, and 2) OVT Taiwan is not in breach of or default under or, to its knowledge, alleged to be in breach of or default under, any material lease, license, contract, agreement, instrument or obligation to which it is a party or its properties are subject. Seller does not know of any condition or circumstances that, currently or after notice or the lapse of time, is likely to result in a breach of, default under or loss of material benefits under any lease, license, contract, agreement, instrument or obligation. The execution, delivery and performance of this Agreement and the issuance and sale of the OVT Taiwan Stock, will not result in any such violation or default or result in any lien upon any of the properties or assets of OmniVision Taiwan and will not accelerate performance under the terms of any agreement or instrument or result in the suspension, revocation, impairment or forfeiture or nonrenewal of any permit, license, authorization or approval applicable to OmniVision Taiwan.
Compliance with Laws and Other Instruments; No Conflicts. The Company is not in violation or default of (i) any provision of its Certificate of Incorporation or Bylaws, each as amended to date, (ii) to its knowledge, any applicable law, regulation, judgment, decree or order of the United States of America or any state, foreign country or other governmental body or agency having jurisdiction over the Company’s business or properties, other than violations of laws, regulations, judgments, decrees or orders that could not reasonably be expected to have a Material Adverse Effect on the business, property, financial condition or results of operations of the Company or (iii) any material provision of any mortgage, indenture, agreement, instrument or contract to which it is a party or by which it is bound other than such violation that would not have a Material Adverse Effect. The execution, delivery, and performance of and compliance with this Agreement, and the issuance and sale of the Note and the Warrant hereunder, will not, with or without the passage of time or giving of notice, result in any such violation, or be in conflict with or constitute a default under any such term, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties, other than such violations or defaults that will not have a Material Adverse Effect.
Compliance with Laws and Other Instruments; No Conflicts. (a) No Transferred Company or Subsidiary is in violation or default of any provisions of its Organizational Documents, as amended to date, or any applicable laws, of any governmental entity having jurisdiction over such Transferred Company’s or Subsidiary’s business or properties, other than violations of laws that could not reasonably be expected to have a Material Adverse Effect. No Transferred Company or Subsidiary is in material breach of or default under or, to Seller’s Actual Knowledge, alleged to be in breach of or default under, any material permit or contract to which it is a party or to which its properties are subject.
(b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein on the part of Seller, and the sale of the Transferred Assets pursuant hereto, will not result in a breach of or default under any permit or contract to which Seller is a party or its properties are subject or a violation of any law by which Seller is bound or its properties are subject, except such as would not have a Material Adverse Effect.
Compliance with Laws and Other Instruments; No Conflicts. To the best of Sellers’ knowledge: 1) VisEra Cayman has at no time been, and is not, in violation or default of any provisions of its Certificate of Incorporation or Bylaws, each as amended to date, and has complied in all material respects with all applicable laws, regulations, judgments, decrees or orders of the Taiwan government and all states, foreign countries or other governmental bodies and agencies having jurisdiction over the VisEra Cayman’s business or properties, and 2) VisEra Cayman is not in breach of or default under or, to its knowledge, alleged to be in breach of or default under, any material lease, license, contract, agreement, instrument or obligation to which it is a party or its properties are subject. Seller does not know of any condition or circumstances that, currently or after notice or the lapse of time, is likely to result in a breach of, default under or loss of material benefits under any lease, license, contract, agreement, instrument or obligation. The execution, delivery and performance of this Agreement and the issuance and sale of the VisEra Stock, will not result in any such violation or default or result in any lien upon any of the properties or assets of VisEra Cayman and will not accelerate performance under the terms of any agreement or instrument or result in the suspension, revocation, impairment or forfeiture or nonrenewal of any permit, license, authorization or approval applicable to VisEra Cayman.
