Common use of Conduct of Business; Regulatory Permits Clause in Contracts

Conduct of Business; Regulatory Permits. None of the Company or any Subsidiary is in violation of any term of or in default under its articles of association, certificate of incorporation, certificate of formation, any certificate of designations of any outstanding series of preferred stock of such company or Bylaws or their organizational charter or other constituent documents or bylaws, respectively except for such violations or defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Company or any Subsidiary is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to such entity, and none of the Company or any Subsidiary will conduct its respective business in violation of any of the foregoing, except for such violations and/or possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each Subsidiary possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of the Company or any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit except where such proceedings, revocation or modification would not have a Material Adverse Effect.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Golden Sun Health Technology Group LTD), Securities Purchase Agreement (Golden Autumn Holdings Inc.), Securities Purchase Agreement (Comanche Clean Energy Corp)

AutoNDA by SimpleDocs

Conduct of Business; Regulatory Permits. None of Neither the Company or nor any Subsidiary of its Subsidiaries is in violation of any term of or in default under its articles of association, certificate of incorporation, certificate of formationCharter, any certificate of designations designation, preferences or rights of any other outstanding series of preferred stock of such company the Company or any of its Subsidiaries or Bylaws or their organizational charter charter, certificate of formation or other constituent documents certificate of incorporation or bylaws, respectively except for such violations or defaults which would not, individually or respectively. Except as disclosed in the aggregateSEC Reports, reasonably be expected to have a Material Adverse Effect. None of neither the Company or nor any Subsidiary of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to such entity, and none of the Company or any Subsidiary of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its respective business in violation of any of the foregoing, except in all cases for such violations and/or possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each Subsidiary of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit except where such proceedings, revocation or modification would not have a Material Adverse Effectpermit.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Freeseas Inc.), Securities Purchase Agreement (Freeseas Inc.), Securities Purchase Agreement (Freeseas Inc.)

Conduct of Business; Regulatory Permits. None of Neither the Company or nor any Subsidiary of its Subsidiaries is in violation of any term of or in default under its articles of association, certificate of incorporation, certificate of formation, any certificate of designations designations, preferences or rights of any outstanding series of preferred stock of such company or the Company (if any), its Certificate of Incorporation, its Bylaws or their organizational charter or other constituent documents memorandum of association or certificate of incorporation or articles of association or bylaws, respectively except for such violations or defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectrespectively. None of Neither the Company or nor any Subsidiary of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to such entity, and none of the Company or any Subsidiary of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its respective business in violation of any of the foregoing, except in all cases for such violations and/or possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each Subsidiary its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate foreign, federal or state regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit except where such proceedings, revocation or modification would not have a Material Adverse Effectpermit.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Vallon Pharmaceuticals, Inc.), Securities Purchase Agreement (Cellect Biotechnology Ltd.), Securities Purchase Agreement (Seneca Biopharma, Inc.)

Conduct of Business; Regulatory Permits. None of Neither the Company or nor any Subsidiary of its Subsidiaries is in material violation of any term of or in material default under its articles Certificate of association, certificate of incorporation, certificate of formationIncorporation, any certificate of designations designation, preferences or rights of any other outstanding series of preferred stock of such company the Company or any of its Subsidiaries or Bylaws or their organizational charter charter, certificate of formation or other constituent documents certificate of incorporation or bylaws, respectively except for such violations or defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectrespectively. None of Neither the Company or nor any Subsidiary of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to such entity, and none of the Company or any Subsidiary of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its respective business in violation of any of the foregoing, except in all cases for such violations and/or possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each Subsidiary of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities authorities(including, without limitation, FINRA) necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit except where such proceedingspermit, revocation or modification which if so initiated and adjudicated against the Company would not be reasonably expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Securities Purchase Agreement (National Holdings Corp), Note Purchase Agreement (National Holdings Corp)

Conduct of Business; Regulatory Permits. None of the Company or any Subsidiary is in violation of any term of or in default under its articles of association, certificate of incorporation, certificate of formation, any certificate of designations of any outstanding series of preferred stock of such company or Bylaws or their organizational charter or other constituent documents or bylaws, respectively except for such violations or defaults in the case of Foreign Subsidiaries which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Company or any Subsidiary is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to such entity, and none of the Company or any Subsidiary will conduct its respective business in violation of any of the foregoing, except for such violations and/or possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each Subsidiary possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of the Company or any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit except where such proceedings, revocation or modification would not have a Material Adverse Effect.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Aerobic Creations, Inc.), Securities Purchase Agreement (Aerobic Creations, Inc.)

Conduct of Business; Regulatory Permits. None of Neither the Company or nor any Subsidiary of its Subsidiaries is in violation of any term of or in default under its articles Articles of association, certificate of incorporation, certificate of formationIncorporation, any certificate of designations designation, preferences or rights of any other outstanding series of preferred stock of such company the Company or any of its Subsidiaries or Bylaws or their organizational charter charter, certificate of formation or other constituent documents Articles of Incorporation or bylaws, respectively except for such violations or defaults which would not, individually or respectively. Except as disclosed in the aggregateSEC Documents, reasonably be expected to have a Material Adverse Effect. None of neither the Company or nor any Subsidiary of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to such entity, and none of the Company or any Subsidiary of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its respective business in violation of any of the foregoing, except in all cases for such violations and/or possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each Subsidiary of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit except where such proceedings, revocation or modification would not have a Material Adverse Effectpermit.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pegasi Energy Resources Corporation.)

Conduct of Business; Regulatory Permits. None of the Company Company, any Target or any Subsidiary of their respective Subsidiaries is in violation of any term of or in default under its articles of association, certificate of incorporation, certificate of formation, any certificate of designations of any outstanding series of preferred stock of such company or Bylaws or their organizational charter or other constituent documents or bylaws, respectively except for such violations or defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectrespectively. None of the Company any Target or any Subsidiary of their respective Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to such entity, and none of the Company Company, any Target or any Subsidiary of their respective Subsidiaries will conduct its respective business in violation of any of the foregoing, except for such violations and/or possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company Each of the Company, each Target and each Subsidiary of their Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of the Company Company, any Target or any Subsidiary of their Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit except where such proceedings, revocation or modification would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Aerobic Creations, Inc.)

Conduct of Business; Regulatory Permits. None of Neither the Company or any Subsidiary nor its Subsidiaries is in violation of any term of or in default under its articles of association, certificate of incorporation, certificate of formation, any certificate of designations of any outstanding series of preferred stock of such company the Company, its Articles of Incorporation or Bylaws or their organizational charter or other constituent documents certificate of incorporation or bylaws, respectively except for such violations or defaults which would notrespectively. Other than as set forth on Schedule 3(n), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of neither the Company or nor any Subsidiary of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to such entity, and none of the Company or its Subsidiaries, and neither the Company nor any Subsidiary of its Subsidiaries will conduct its respective business in violation of any of the foregoing, except for such violations and/or possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Except as set forth on Schedule 3(n), the Company and each Subsidiary its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit except where such proceedings, revocation or modification would not have a Material Adverse Effectpermit.

Appears in 1 contract

Samples: Securities Purchase Agreement (PNG Ventures Inc)

AutoNDA by SimpleDocs

Conduct of Business; Regulatory Permits. None of Neither the Company or nor any Subsidiary of its Subsidiaries is in violation of any term of or in default under its articles of association, certificate of incorporation, certificate of formation, any certificate of designations designations, preferences or rights of any outstanding series of preferred stock of such company the Company (if any), its Certificate of Incorporation or Bylaws or their organizational charter or other constituent documents memorandum of association or certificate of incorporation or articles of association or bylaws, respectively except for such violations or defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectrespectively. None of Neither the Company or nor any Subsidiary of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to such entity, and none of the Company or any Subsidiary of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its respective business in violation of any of the foregoing, except in all cases for such violations and/or possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each Subsidiary its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate foreign, federal or state regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit except where such proceedings, revocation or modification would not have a Material Adverse Effectpermit.

Appears in 1 contract

Samples: Securities Purchase Agreement (Histogenics Corp)

Conduct of Business; Regulatory Permits. None of the Company or Borrowers nor any Subsidiary of their Subsidiaries is in violation of any term of or in default under its articles their Certificate of association, certificate of incorporation, certificate of formationIncorporation, any certificate of designations of any outstanding series of preferred stock of such company their Preferred Stock or Bylaws or their organizational charter or other constituent documents charters or bylaws, respectively except for such violations or defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectrespectively. None of the Company or Borrowers nor any Subsidiary of their Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to such entitythe Borrowers or their Subsidiaries, and none neither the Borrowers nor any of the Company or any Subsidiary their Subsidiaries will conduct its respective business their Business in violation of any of the foregoing, except for such violations and/or possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company Borrowers and each Subsidiary their Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businessesBusinesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of neither the Company or Borrowers nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit except where such proceedings, revocation or modification would not have a Material Adverse Effectpermit.

Appears in 1 contract

Samples: Credit Agreement (WorldSpace, Inc)

Conduct of Business; Regulatory Permits. None of Neither the Company or nor any Subsidiary of its subsidiaries is in violation of any term of or in default under its articles of association, certificate of incorporation, certificate of formationCharter, any certificate of designations designation, preferences or rights of any other outstanding series of preferred stock of such company the Company or any of its subsidiaries or Bylaws or their organizational charter charter, certificate of formation or other constituent documents certificate of incorporation or bylaws, respectively except for such violations or defaults which would notrespectively. Except as previously disclosed, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of neither the Company or nor any Subsidiary of its subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to such entity, and none of the Company or any Subsidiary of its subsidiaries, and neither the Company nor any of its subsidiaries will conduct its respective business in violation of any of the foregoing, except in all cases for such violations and/or possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each Subsidiary of its subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of neither the Company or nor any Subsidiary such subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit except where such proceedings, revocation or modification would not have a Material Adverse Effectpermit.

Appears in 1 contract

Samples: Securities Purchase Agreement (Lm Funding America, Inc.)

Conduct of Business; Regulatory Permits. None of Neither the Company or any Subsidiary nor its Subsidiaries is in violation of any term of or in default under its articles of association, certificate of incorporation, certificate of formation, any certificate of designations of any outstanding series of preferred stock of such company the Company, its Articles of Incorporation or Bylaws or their organizational charter or other constituent documents certificate of incorporation or bylaws, respectively except for such violations or defaults which would notrespectively. Other than as set forth on SCHEDULE 3(n), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of neither the Company or nor any Subsidiary of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to such entity, and none of the Company or its Subsidiaries, and neither the Company nor any Subsidiary of its Subsidiaries will conduct its respective business in violation of any of the foregoing, except for such violations and/or possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Except as set forth on SCHEDULE 3(n), the Company and each Subsidiary its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit except where such proceedings, revocation or modification would not have a Material Adverse Effectpermit.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sandell Asset Management Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!