Compliance with Other Instruments; No Conflicts. None of the Company Parties is in violation of any provision of its respective articles of incorporation or bylaws or comparable governing documents, or in any material respect in violation or default of any instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound, or of any provision of any federal, state or local statute, rule or regulation applicable to any of the Company Parties. The execution, delivery and performance of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby will not result in any such violation or default or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any assets of any of the Company Parties or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization, or approval applicable to any of the Company Parties, their business or operations or any of their assets or properties.
Compliance with Other Instruments; No Conflicts. No Note Party is in default under any contract, lease or commitment to which such Person is a party or by which such Person is bound except defaults under contracts, leases or commitments which are not, individually or in the aggregate, material to such Person’s financial condition, results of operations or business. Neither the consummation of the Acquisition, nor the consummation of the financing arrangements contemplated hereunder, will constitute or create a default or create a right of termination under the Acquisition Agreement or any Material Agreement.
Compliance with Other Instruments; No Conflicts. The Company is not in breach or violation of any term of its Certificate of Incorporation, as amended and restated to date, or Bylaws, of any term or provision of any contract, agreement, mortgage, indenture, instrument, judgment or decree, or any order, writ, statute, rule or regulation, in each case where such breach or violation would have a material adverse effect on the Company. The execution, delivery and performance of and compliance with this Agreement, the Rights Agreement, the Voting Agreement and the Co-Sale Agreement and the issuance, sale and delivery of the Shares and the Common Stock issuable upon conversion of the Shares and the consummation of the other transactions contemplated hereby and thereby will not result in any such breach or violation or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any such provision or an event that results in the creation of any material lien, charge, or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or any of its assets or properties.
Compliance with Other Instruments; No Conflicts. (a) Company is not in any violation, breach or Default of (i) any term of its Certificate of Incorporation, bylaws or similar organizational documents or (ii) any provision of Applicable Law that is applicable to or binding upon Company, the Acquired Assets or the Assumed Liabilities.
(b) The execution, delivery and performance by Company and the Shareholders of and compliance with this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby will not:
(i) conflict with or violate the Certificate of Incorporation, bylaws or similar organizational documents of Company,
(ii) conflict with or violate any Applicable Law applicable to Company, the Shareholders, the Business or any of the Acquired Assets or by which Company, the Shareholders, the Business or any of the Acquired Assets may be bound or affected;
(iii) result in any breach or violation of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of any Person pursuant to, give to others any right of termination, amendment, modification, acceleration of, give rise to any increased, accelerated or additional rights of any Person or otherwise adversely affect any rights of Company or the Business under, or result in the creation of any Encumbrance on any of the Acquired Assets pursuant to, any Material Contract.
Compliance with Other Instruments; No Conflicts. (a) The Company is not in violation, breach or Default of (i) any term of its Articles of Incorporation, by-laws or similar organizational or governance documents, or (ii) any provision of Applicable Law that is applicable to or binding upon the Company, the Acquired Assets or the Assumed Liabilities.
(b) The execution, delivery and performance by the Company, the Shareholders and the Company Shareholder Parties of, and compliance with this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby shall not:
(i) conflict with or violate the Articles of Incorporation, by-laws or similar organizational or governance documents of the Company,
(ii) conflict with or violate any Applicable Law applicable to the Company, the Shareholders and the Company Shareholder Parties, the Business or any of the Acquired Assets or by which the Company, the Shareholders and the Company Shareholder Parties, the Business or any of the Acquired Assets may be bound or affected;
(iii) result in any breach or violation of, constitute a Default under, require any consent of any Person pursuant to, give to others any right of termination, amendment, modification, acceleration of, give rise to any increased, accelerated or additional rights of any Person or otherwise adversely affect any rights of the Company or the Business under, or result in the creation of any Encumbrance on any of the Acquired Assets pursuant to, any Material Contract.
Compliance with Other Instruments; No Conflicts. The execution, delivery and performance by the Purchaser of, and compliance with this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby shall not:
(a) conflict with or violate the Articles of Incorporation, by-laws or similar organizational or governance documents of the Purchaser;
(b) conflict with any Contract to which the Purchaser is a party or by which it is bound;
(c) conflict with any judgment, decree, order or award of any court, governmental body or arbitrator having jurisdiction over the Purchaser; or
(d) conflict with or violate any Applicable Law applicable to the Purchaser or by which the Purchaser may be bound or affected.
Compliance with Other Instruments; No Conflicts. The Company and its Subsidiaries are not in violation, breach or default of any term of their respective certificates of incorporation or bylaws, or, in any material respect, of any term or provision of any material mortgage, indenture, contract, agreement or instrument to which the Company or any of its Subsidiaries is a party, or of any provision of any foreign or domestic state or federal judgment, decree, order statute, rule or regulation applicable to or binding upon the Company or any of its Subsidiaries other than such violation, breach or default which has not caused and would not reasonably be expected to cause a Material Adverse Effect. The execution, delivery and performance of the Financing Agreements by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby, the performance by the Company of its obligations under the Certificate of Designation, and the issuance of the Securities have not and will not (with or without notice or lapse of time, or both): (a) conflict with or violate, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, indenture or instrument (including, without limitation, any stock option, employee stock purchase or similar plan or any employment or similar agreement) to which the Company or any of its Subsidiaries is a party (including, without limitation, triggering the application of any change of control or similar provision (whether "single trigger" or "double trigger")); (b) violate any provision of the certificates of incorporation or bylaws of the Company or any of its Subsidiaries; (c) result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries, or result in the suspension, revocation, impairment, forfeiture or non-renewal of any material Permit applicable to the operations or assets of the Company or any of its Subsidiaries; or (d) result in a violation by the Company or any of its Subsidiaries of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of NASDAQ). The business of the Company and its Subsidiaries is not being conducted in violation of any law, ordinance or regulation of any governmental enti...
Compliance with Other Instruments; No Conflicts. The Company is not in violation of any provision of its certificate of incorporation or bylaws or in material violation of any instrument, judgment, order, writ, decree or material contract to which it is a party or by which it or any of its assets is bound. To the Company’s Knowledge, the Company is not in material violation of any provision of any material foreign, federal or state statute, rule or regulation applicable to the Company. Assuming that all filings, consents and authorizations required under the HSR Act are made and obtained, as the case may be, none of the execution, delivery and performance of this Agreement or the other documents contemplated hereunder to which the Company is a party, the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or the consummation of the transactions contemplated hereby will (i) result in any such violation or any conflict with the terms of the Company’s certificate of incorporation or bylaws, (ii) result in any such violation or conflict in any material respect with any such instrument, judgment, order, writ, decree, statute, rule or regulation, (iii) require the consent of, notice to or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel, any Material Contract, or (iv) result in the creation or imposition of any Encumbrance on any properties or assets of the Company.
Compliance with Other Instruments; No Conflicts. The Company is not in violation or default of (a) any provisions of the Restated Certificate, or its bylaws, as amended, (b) any term or provision of any mortgage, indebtedness, indenture, contract, agreement, instrument, judgment, or decree, or (c) any order, statute, rule, or regulation applicable to the Company except, in the case of (b) and (c), where such violation would not have a material adverse effect on the Company. The execution, delivery, and performance of and compliance with this Agreement and the other Transaction Documents to which the Company is a party have not resulted and will not result in any violation of, or conflict with, or constitute a default under, the Restated Certificate, and have not and will not result in any material violation of, or materially conflict with, or constitute a material default under, any of its agreements nor result in the creation of any mortgage, pledge, lien, encumbrance, or charge upon any of the properties or assets of the Company, or its business or operations (except for the payment of the Merger Consideration as contemplated hereby).
Compliance with Other Instruments; No Conflicts. The Company is not in violation of any term of its Organizational Documents, nor, to the Company’s Knowledge, in any material respect, of any term of any Contract, license, permit, Governmental Approval, Order, or Law to which the Company is subject or bound. The execution, delivery, and performance by the Company of this Agreement and the Transaction Documents to which the Company is, or is to be, a party, and the consummation of the Transactions, including the issuance, sale, and delivery by the Company of the Note, will not contravene or conflict with any provision of the Organizational Documents of the Company or, to Company’s Knowledge, any Contract, license, permit, Governmental Approval, Order, or Law to which the Company is bound, or result in any such violation or be in material conflict with or constitute, with or without the passage of time or giving of notice, a default under any such provision, or in the creation of any Lien upon any assets of the Company, or in the suspension, revocation, impairment, forfeiture, or non-renewal of any material permit, including any Governmental Approval, applicable to the Company, the Business, or the Business Assets.
