Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 10 contracts
Samples: Voting and Rights Agreement (zSpace, Inc.), Preferred Stock Purchase Agreement (Miso Robotics, Inc.), Series a Preferred Stock Purchase Agreement (Adamas One Corp.)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) or, to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; agreement or (ii) an event which results 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.
Appears in 9 contracts
Samples: Preferred Stock Purchase Agreement, Adoption Agreement (Seres Therapeutics, Inc.), Development Collaboration and License Agreement (GenMark Diagnostics, Inc.)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate M&AA or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state any judgment, decree, order, statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 8 contracts
Samples: Preferred Shares Purchase Agreement (360 Finance, Inc.), Preferred Shares Purchase Agreement (360 Finance, Inc.), Preferred Shares Purchase Agreement (360 Finance, Inc.)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements this Agreement and the consummation of the transactions contemplated by the Transaction Agreements this Agreement will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 7 contracts
Samples: Note and Warrant Purchase Agreement (Miso Robotics, Inc.), Note and Warrant Purchase Agreement (Miso Robotics, Inc.), Note and Warrant Purchase Agreement (Miso Robotics, Inc.)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate of Formation or BylawsLLC Agreement, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, other than as set forth in Section 2.9 of the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, Company the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements Documents and the consummation of the transactions contemplated by the Transaction Agreements Documents will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Learn SPAC HoldCo, Inc.), Class B Preferred Unit Purchase Agreement (Learn SPAC HoldCo, Inc.), Preferred Unit Purchase Agreement (Learn SPAC HoldCo, Inc.)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decreedecree in which the Company is named or by which it is bound, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure ScheduleLetter, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; agreement or (ii) an event which results 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.
Appears in 3 contracts
Samples: Preferred Stock Purchase Agreement (Glori Energy Inc.), Preferred Stock and Warrant Purchase Agreement (Glori Acquisition Corp.), Preferred Stock Purchase Agreement (Glori Energy Inc.)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate MA&A or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state any judgment, decree, order, statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 2 contracts
Samples: Preferred Shares Purchase Agreement (360 Finance, Inc.), Preferred Shares Purchase Agreement (360 Finance, Inc.)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledgeKnowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (ix) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (iiy) an event which results 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.
Appears in 2 contracts
Samples: Series C Preferred Stock Purchase Agreement (Caribou Biosciences, Inc.), Series C Preferred Stock Purchase Agreement (Caribou Biosciences, Inc.)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylawsmemorandum and articles of incorporation, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) in any material respect under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements this Agreement and the consummation of the transactions contemplated by the Transaction Agreements this Agreement will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (Real Messenger Corp), Convertible Note Purchase Agreement (Real Messenger Corp)
Compliance with Other Instruments. The Company is not in violation or default (ia) of any provisions of its Restated Certificate of Formation, the Stockholders’ Agreement, or Bylawsany other organizational document, each as may have been amended; (iib) of any instrument, judgment, order, writ or decree, ; (iiic) under any note, indenture or mortgage, or ; (ivd) under any lease, agreement, contract contract, or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, ; or (ve) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Companyany Applicable Law, the violation of which would have a Material Adverse Effect. The execution, delivery delivery, and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results in the creation of any lien, charge 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.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Grown Rogue International Inc.), Stock Purchase Agreement (Grown Rogue International Inc.)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylaws, (ii) of any rules or regulations of the NZX that apply to the Company, (iii) of any instrument, judgment, order, writ or decree, (iiiiv) under any note, indenture or mortgage, or (ivv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledgeor, of any provision of federal or state statute, rule or regulation applicable to the CompanyApplicable Law, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; agreement or (ii) an event which results 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.
Appears in 2 contracts
Samples: Series a Preferred Stock Purchase Agreement (Spring Street Partners Lp), Series a Preferred Stock Purchase Agreement (Diligent Board Member Services, Inc.)
Compliance with Other Instruments. The Company is not in violation or default (ia) of any provisions of its Restated Certificate Charter or Bylaws, (iib) of any instrument, judgment, order, writ or decreedecree of any court or governmental entity, (iiic) under any agreement, instrument, contract, lease, note, indenture or mortgageindenture, or (iv) under any lease, agreement, contract mortgage or purchase order to which it is a party party, or by which it is bound bound, that is required to be listed on the Disclosure Schedule, or or, (vd) to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement, Series a Preferred Stock Purchase Agreement (Groundfloor Finance Inc.)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate of Incorporation or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedulebound, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, except, in the case of sub-clauses (ii) through (v), the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Tpi Composites, Inc), Series a Preferred Stock Purchase Agreement (Tpi Composites, Inc)
Compliance with Other Instruments. The Company is not in violation or default (ia) of any provisions of its Restated Certificate or Bylaws, (iib) of any instrument, judgment, order, writ or decreedecree known to it, (iiic) under any note, indenture or mortgage, or (ivd) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (ve) to its knowledgeKnowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (ix) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (iiy) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, forfeiture or nonrenewal of any material permit or license applicable to the Company.
Appears in 2 contracts
Samples: Convertible Promissory Note Purchase Agreement, Convertible Promissory Note Purchase Agreement (Altimmune, Inc.)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate Articles or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Yumanity Therapeutics, Inc.)
Compliance with Other Instruments. The Company is not in violation or default (ia) of any provisions of its Restated Certificate or Bylaws, nor will be at the time of filing, in violation or default under any provisions of its Certificate of Amendment, (iib) of any instrument, judgment, order, writ or decree, (iiic) under any note, indenture or mortgage, or (ivd) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements this Agreement and the consummation of the transactions contemplated by the Transaction Agreements this Agreement will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; agreement or (ii) an event which results 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.. 2.11
Appears in 1 contract
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.. 2.10
Appears in 1 contract
Samples: Common Stock Purchase Agreement
Compliance with Other Instruments. The Company is Companies are not in violation or default (i) of any provisions of its their Restated Certificate Certificates or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the CompanyCompanies, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company Companies’ or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the CompanyCompanies’.
Appears in 1 contract
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate of Incorporation or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, in each case of (i) through (v), the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Capstone Dental Pubco, Inc.)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate Articles or Bylaws, Bylaws (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 1 contract
Samples: Series Seed Preferred Stock Purchase Agreement (Rogue Baron PLC)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its the Fourth Restated Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (Vascular Biogenics Ltd.)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; , or (ii) an event which results 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.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Capstone Therapeutics Corp.)
Compliance with Other Instruments. The Company is not in violation or default of or under any (i) of any provisions provision of its Restated Certificate of Incorporation or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its . To the Company’s knowledge, it is not in violation of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements this Agreement and the consummation of the transactions contemplated by the Transaction Agreements hereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (ix) a default under or breach of any such provision, instrument, judgment, order, writ, decree, contract or agreement; agreement or (iiy) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, forfeiture or nonrenewal of any material permit or license applicable to the Company.
Appears in 1 contract
Samples: Note Purchase Agreement (T1V, Inc.)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate Articles of Incorporation or BylawsBy-laws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract Contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse EffectEffect on the Company. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; agreement or (ii) an event which results 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.
Appears in 1 contract
Samples: Asset Purchase and Reorganization Agreement (Cognigen Networks Inc)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, in each case, the violation of which or default under would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 1 contract
Samples: Series C Convertible Preferred Stock Purchase Agreement (Miromatrix Medical Inc.)
Compliance with Other Instruments. The Company is not in violation or in default (i) of any provisions of (i) its Restated Certificate of Incorporation, as amended, or Bylaws, Bylaws or (ii) of any instrumentorder, writ, injunction, judgment, orderinstrument, writ decree or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (viii) to its the Company's knowledge, of any provision of a federal or state statute, rule or regulation applicable to the Company, which violations or defaults would in the violation case of which would the items described in clauses (ii) and (iii), either individually or in the aggregate, have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements hereby or thereby do not and will not result in any such violation or be in conflict with or constitutenot, with or without the passage of time and and/or the giving of notice, either : (ia) result in any such violation or conflict with or constitute a default under any such provision, instrument, judgment, order, writ, decreeinjunction, judgment, instrument, decree or contract or agreementany such statute, rule or regulation; or (ii) an event which results 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.b)
Appears in 1 contract
Samples: Series C Stock Purchase Agreement (Bam Entertainment Inc)
Compliance with Other Instruments. The To its knowledge, the Company is not in violation or default (i) of any provisions of its Restated Certificate or BylawsAmended Articles, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state statuteEnglish law, rule or regulation applicable to the Company, in each instance where the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 1 contract
Samples: Series a Preferred Share Purchase Agreement (Adaptimmune Therapeutics PLC)
Compliance with Other Instruments. The Company is not in violation or default default: (ia) of any provisions of its Restated the Certificate or its Bylaws, ; (iib) of any instrument, judgment, order, writ or decree, ; (iiic) under any note, indenture or mortgage, or ; (ivd) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, ; or (ve) to its knowledge, of any provision of federal or state statute, rule or regulation of any domestic or foreign governmental authority applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Immunome Inc.)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate Amended Articles or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 1 contract
Compliance with Other Instruments. (a) The Company is not in violation or default (i) of any provisions of its Restated Certificate of Formation or BylawsLLC Agreement, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, Company the violation of which would have a Material Adverse Effect. (b) The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Learn SPAC HoldCo, Inc.)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) [to its knowledge, ,] of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 1 contract
Compliance with Other Instruments. The Neither the Company is not nor DemeRx are in violation or default (i) of any provisions of its Restated Certificate or Bylawstheir respective organizational documents, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its the Company’s knowledge, of any provision of federal or state statute, rule or regulation applicable to the CompanyCompany or DemeRx, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (ATAI Life Sciences B.V.)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Company Restated Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Company Disclosure Schedule, or (v) or, to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Company Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements this Agreement and the consummation of the transactions contemplated by the Transaction Agreements this Agreement will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; agreement or (ii) an event which results 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (R&r Acquisition Vi, Inc)
Compliance with Other Instruments. The Company and each Subsidiary is not in violation or default default: (i) of any provisions of its Restated Certificate respective Articles of Incorporation or Bylaws, ; (ii) of any instrument, judgment, order, writ or decree, ; (iii) under any note, indenture or mortgage, ; or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required bound, or, to be listed on the Disclosure Schedule, or (v) to its Seller’s knowledge, of any provision of federal or state statute, rule or regulation applicable to the CompanyCompany or any Subsidiary, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements Agreement and the consummation of the transactions contemplated by the Transaction Agreements Agreement will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or any Subsidiary, or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the CompanyCompany or any Subsidiary.
Appears in 1 contract
Samples: Stock Purchase Agreement (VelaTel Global Communications, Inc.)
Compliance with Other Instruments. The Company is not in violation or default (ia) of any provisions of its the Restated Certificate or Bylawsthe Company’s bylaws, (iib) of any instrument, judgment, order, writ or decreedecree of any court or governmental entity, (iiic) under any agreement, instrument, contract, lease, note, indenture or mortgageindenture, or (iv) under any lease, agreement, contract mortgage or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or or, (vd) to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effectmaterial adverse effect on the Company. The execution, delivery and performance of the Transaction Agreements this Agreement and the consummation of the transactions contemplated by the Transaction Agreements this Agreement will not result in any such violation or be in conflict with default, or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract agreement, instrument, contract, lease, note, indenture, mortgage or agreement; purchase order or (ii) an event which results 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.
Appears in 1 contract
Samples: Series a Preferred Stock Investment Agreement (Salt Blockchain Inc.)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or or, (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements Agreements, and the consummation of the transactions contemplated by the Transaction Agreements Agreements, will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; agreement or (ii) an event which results 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.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Regeneron Pharmaceuticals, Inc.)
Compliance with Other Instruments. The Company is not in violation or default (ia) of any provisions of its Restated Certificate or Bylaws, (iib) of any instrument, judgment, order, writ or decree, (iiic) under any note, indenture or mortgage, or (ivd) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (ve) to its knowledgethe Company’s Knowledge, of any provision of federal Federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 1 contract
Samples: Stock Purchase Agreement (Energy Exploration Technologies, Inc.)
Compliance with Other Instruments. The Company is not in violation or default (ia) of any provisions of its Restated Certificate or Bylaws, nor will be at the time of filing, in violation or default under any provisions of its Certificate of Amendment, (iib) of any instrument, judgment, order, writ or decree, (iiic) under any note, indenture or mortgage, or (ivd) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements this Agreement and the consummation of the transactions contemplated by the Transaction Agreements this Agreement will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; agreement or (ii) an event which results 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.
Appears in 1 contract
Samples: Common Stock and Note Purchase Agreement (Opgen Inc)
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) [to its knowledge, ,] of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.Company.
Appears in 1 contract
Compliance with Other Instruments. The Company is not in violation or default (ia) of any provisions of its Restated Certificate Articles of Organization or Bylawsthe Operating Agreement, (iib) of any instrument, judgment, order, writ or decree, (iiic) under any note, indenture or mortgage, or (ivd) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (ve) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results 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.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (American Resources Corp)
Compliance with Other Instruments. The Company Grapevine is not in violation or default (i) of any provisions of its Restated Certificate Grapevine Charter or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the CompanyGrapevine, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company Grapevine or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the CompanyGrapevine.
Appears in 1 contract
